Spider-Man: Partners in Crime
by Courier999
Summary: Based on the now defunct "Spider-Man: Partners" by "Diddy Kong". What if Mary Jane got bitten by the spider? What if Ben Reilly wasn't a clone? What if Uncle Ben didn't die? What if Electro was a woman? All these questions and more will be answered. Rated T for scary content, sexual themes and innuendos, and violence. R&R!
1. Chapter 1

SPIDER-MAN: Partners in Crime

_Spider-Man_ is property of Marvel Comics and the Disney Corporation. This is based on the fanfic "Partners" by "Diddy Kong".

Chapter 1: Bite of the Spider

"Osborne, we want results."

"General Gibson, I'm sure the projections-"

"Projections don't mean jack to me, Norman! You may have been able to do this sort of BS to Keyes, but not with me! If OZ works, you had damn well test it!"

The video conference ended, and Norman Osborne slumped into his chair. Just then, the door opened and a man walked in.

"Doctor Connors, I presume?"

"Mister Osborne, do you want me to lead the tour?"

"Tour?"

"Harry's high school field trip. It was today."

"Do it, Curt."

Downstairs, the class was waiting around, many of them with expressions of bored resignation. The only ones who seemed to show any interest was a boy wearing thick glasses and a very attractive redheaded girl. Doctor Connors arrived shortly thereafter.

"Good morning to all of you. My name is Curtis Connors-"

The fellow with the glasses ran up to the doctor.

"My name's Peter Parker. I'm a big fan of your work in genetics, Doctor Connors-"

"No autographs, please. Now, we are entering Oscorp's main laboratory. Put all cell phones away and no flash photography. In fact, no photographs whatsoever."

The doors opened, and the class entered the lab. Peter looked over his shoulder to see if any of his numerous tormentors were up to no good. So far, so good. He turned to the redhead.

"Mary Jane, is any of this-"

"Interesting? I guess." the girl answered.

Doctor Connors cleared his throat.

"Now, Oscorp's current project is the OZ retrovirus, which could theoretically endow humans with what could be dubbed superpowers-"

His spiel was cut short by one of the students.

"Unappreciative Luddites." he muttered.

The tour continued uneventfully until they reached the testing lab. Once again, Doctor Connors cleared his throat.

"Now, by show of hands, can anyone tell me why we would test OZ on creatures like spiders?"

Up went Peter's hand.

"Yes, Mr. Parker?"

"It's because spiders quickly reproduce-"

"-and are dirt cheap to boot." Mary Jane finished.

Doctor Connors gestured to a table.

"Now here, we have 13 spiders, all infected with the same strain of OZ-"

Doctor Connors looked at the tray on the table. Spiders 1-12 were there. Number 13 wasn't. Suddenly, a piercing cry of "SPIDER!" was heard.

_Oh crap._

The missing spider was in the process of crawling onto Peter's wrist. Before he could swat it off, it bit him. In his thrashing about, he knocked the spider off his wrist and into the air. It landed on Mary Jane's shoulder, at which point Doctor Connors grabbed it with some tweezers.

"The prodigal son has been returned!" he exclaimed.

Just then, the facility's medical team arrived, taking Peter off somewhere.

"Dismissed. I'll tell your principal what happened." Doctor Connors said.

The rest of the day went by under high tension. In the aftermath, all the students had been sent home for the day. Hours passed by, with the news covering the events with virtual bombast.

_Peter, don't die on me._ thought Mary Jane as she prepared for bed.

As she did so, she noticed something in the mirror. On her shoulder was a swelling the size of a golf ball with two tiny holes in it. Mary Jane gulped, for the spider had bitten her too.

_I'm too young to die._


	2. Chapter 2

Chapter 2: Infected

In the bloodstream, the virus thrived. Each cell it infected had the information within the nucleus rewritten. Uninfected cells died as the spider's venom worked its way through, only to be replaced by new ones. Cell by cell, tissue by tissue, OZ worked its course. Within 15 hours of infection, that part of the work was done. In the brain, new synapses were created. On the wrists, minute holes appeared as silk glands formed. The skin gained new adhesive properties, while muscle mass increased. Heart and lungs became stronger and larger. Senses became sharper. Reflexes became faster.

A healing factor kicked in. Metabolism ramped up. Spider's venom was purged as the liver and kidneys became more effective. The body became more agile. The minds of the infected became connected. Blood oxygen capacity became greater. Bones hardened.

Mary Jane jolted out of her bed and into the bathroom, blood pouring from her nose. A wave of nausea overtook her. She felt as if she was on fire. Pure agony coursed through her body as OZ made its alterations. Finally, she passed out. At the OsCorp facility, Peter felt next to nothing on account of his sedation. But in his mind, things were very different…

_He awoke in a sort of cavern, with bioluminescent fungi lining the walls._

_"Okay, maybe I need to lay off the Skyrim for a few days." Peter quipped._

_Just then, a voice called his name from afar._

_"Who's there?"_

_Footsteps came from one of the passages. They sounded like a giant spider's._

_"Hello?"_

_Out of the shadows emerged one of the largest spiders Peter had ever seen._

_"Definitely need to lay off the Skyrim."_

_The spider spat web at Peter, cocooning him in its silk. Terror gripped him as the spider slowly enclosed the cocoon around him, until he could see nothing. Once it was done, the spider lifted Peter up, ready to sink its fangs into its prey_…

"HELP ME!" Peter cried, alerting half the facility.


	3. Chapter 3

Chapter 3: The Morning After

Mary Jane groaned as she pulled herself off the bathroom floor. The burning sensation had ended, but she now found herself glued. Yanking her hands off the bloodied floor, she braced herself against the walls. She looked into the mirror and was astonished at what she saw. The day before, she had been a girl of average build. Now, she looked like a bodybuilder. Her…assets had taken a modest increase as well.

At the OsCorp infirmary, a groggy Peter dragged himself to the mirror. He had a splitting headache, and it wasn't just the harsh fluorescent light. He removed his glasses and was astonished to find that he could now see perfectly. A quick look in the mirror revealed that he had also taken a level in good looks. Just then, an elderly couple approached Peter's room.

"Aunt May? Uncle Ben?"

Aunt May ran up and embraced Peter, while Uncle Ben went off to fill out the paperwork.

_At least can't get any worse_.

In his office, Norman Osborne was chatting with one of the brains behind the OZ project over the intercom.

"Otto, give me some good news."

_"I've finally worked out the kinks in my new harness._"

"I don't pay you to walk around with giant metal tentacles flailing about, Doctor Octavius! I need you on the OZ project-"

"_What OZ project? We've had a successful subject_."

"Who?"

"_Peter Benjamin Parker_."

"The kid who got bitten by the spider yesterday?"

"_Yes, that would be him._"

"Otto, get back to work."

"_I'll continue work on my other pet project-_"

Osborne shut off the intercom and picked up the phone.

"Miss Hardy, I need you to…hack Doctor Otto Octavius's bank account. Don't leave him with a penny."

"_Done and done_."


	4. Chapter 4

Chapter 4: Reunion

Some time later, Peter and Mary Jane were at the Parker residence.

"So you too?" Peter asked.

"Yep." Mary Jane answered.

"I can see the effects."

"Tiger, I've got eyes."

Just then, Mary Jane put her arm down. Her wrist hit the nearby table, triggered something in it, and something resembling a spider web shot out of her wrist.

"Did you just see that, tiger?" she asked.

Peter moved closer and examined her wrist. Unfortunately for him, he pressed down on her palm and got a web blast right over the eyes. While flailing about, he accidentally pressed his palm down on a chair, sending more web flying.

"What's going on?"

Peter reached for a towel to wipe away the webbing.

"I think that spider bite might have done something to us." Mary Jane whispered.

"You think, Red?"

Meanwhile, from across town, one Felicia Hardy was up to no good. From her studio apartment, she rapidly filled in the online forms that would bankrupt Otto Octavius. Pension fund, bank account, savings account, checking account- all soon disappeared into a black hole of dead-end investments, phony purchases, and Felicia's private Swiss bank account. Just as she finished, her phone buzzed. Upon the screen was a text message:

_Done yet?_

Felicia grinned as she typed her response.

_Done, Mister Osborne. Octavius is broke_.

Another response flashed across the screen.

_Excellent_.


	5. Chapter 5

Chapter 5: Osborne vs. Octavius

Two days later at OsCorp, Norman Osborne was looking over the files he had…procured from the OZ project. As he thumbed through them, an idea crossed his mind.

_If an OZ-infected spider could grant a human superpowers by infecting them, what's to stop me from infecting a different animal with OZ and using that strain to give some fools superpowers?_

Meanwhile, Otto Octavius was working on his pet project: the Octavius EMC (Electromagnetic Containment) Low-Temperature Nuclear Fusion Reactor. To the uninitiated, it seemed to be a nigh impossible task. But to the good doctor, it was merely complicated. Behind several inches of admantium lay the complex series of interlocks and failsafes necessary to keep the thing from turning into molten slag or exploding and turning the lower part of the state of New York and most of New Jersey into a smoking crater.

Doctor Octavius watched as the readings spiked. If the reactor were tapped into a electrical grid, it would probably plunge the Eastern Seaboard into a blackout. Just as he was scribbling down some notes, an alarm went off. He glanced over to the control console and noticed that someone had taken the interlocks offline.

He attempted a manual shutdown of the reactor, but something or someone had taken control away from him. Doctor Octavius could only watch in horror as the readings went well past the safe operational range despite his best efforts. The robotic tentacles on his back flailed like serpents, engaging in percussive maintenance. Finally, the reactor exploded, demolishing the old boathouse that Otto had used as the lab for this experiment and sending him into the Hudson.

From his office, Osborne smirked as he saw the footage. Time to get to work on his own OZ-powered mutated humans.

"Doctor Ratha, I need two 'volunteers' for this experiment, and Doctor Connors can't be one of them."

Rajit Ratha glowered at his boss from across the room.

"Then how shall I procure these subjects?"

Osborne paused and thought for a moment.

"How about that electrician that was here yesterday? I think her name was…Maxine Dillon?"

Ratha's eyes lit up.

"And how about that intern on the OZ project, Michael Morbius?"

"Mister Osborne, you are talking my language! It is done!"


	6. Chapter 6

Chapter 6: Ace in the Hole

"_Con Ed to truck 616. Come in, truck 616._"

Inside the truck, Maxine Dillion was pondering what her life had come to when she got the call.

"Yeah, this is Dillion."

She listened to the voice at the other end.

"Trouble at the OsCorp tower? I was there yesterday!"

"_Just check it out._"

Dillon sighed as she started up the truck and drove to the OsCorp tower.

In one of the OsCorp tower's labs, Michael Morbius watched in fascination at his own work when his cell phone went off.

"Hello?" he asked, his Slavic accent rolling smoothly off his tongue.

"_Mister Morbius, this is Norman Osborne. I need you for some…experiments_."

"I'll be right there, Mister Osborne."

Ten minutes after getting the call, Maxine Dillon walked into the lobby of the OsCorp tower.

"You the electrician?" the receptionist asked.

"Yeah. What's it to you, doll?"

"We don't need one."

Dillon's hands slammed down on the receptionist's desk."

"Who made the call?"

"Mister Osborne himself. Now, if you don't mind, I'll make sure you see him."

"Wait, wha-"

A small dart landed in the back of Dillon's neck, causing her to topple over.

"Mister Osborne, I have one of your subjects ready for processing."

Around the same time, Michael Morbius was entering Norman Osborne's office.

"You wished to see me, Mister Osborne?"

Osborne poured two glasses of sherry.

"Mister Morbius, do you approve of self-experimentation in science?"

"Unless the experimenter is absolutely desperate, then no."

"But if it is absolutely necessary?"

"As you say here, cut to the chase, Osborne."

"I need you to run some more experiments with OZ. Namely its effects on lesser mammals."

"I do not work with rodents."

"What about chiropterans?"

"We've got plenty of vampire bats lying around the lab- what's that guard doing here? Why is he holding that tranquilizer pist-"

The guard fired it, knocking Morbius out.

"Sucker." Osborne muttered.

OSCORP RESEARCH FACILITY

SOMEWHERE IN NEW JERSEY:

"Mister Osborne, they're waking up."

"_Excellent, Doctor Ratha. You may begin your experiment now._"

The two victims awakened on metal beds.

"Hello there." Ratha uttered, his voice dripping with insincerity.

"What is the meaning of this, Rajit?" Morbius asked.

"Not much, Michael. Just an experiment that will hopefully turn the both of you into something more than what you are now."

"Like what? Corpses?" was Morbius's retort.

Ratha grabbed a pair of syringes.

"One for Michael, one for the broad."

Dillon gulped as the syringe was plunged into her arm. Once a proper sample was drawn, the doctor went over to analyze it. As he looked over the results on his computer screen, he smirked deviously.

"A latent X-Gene. Miss Dillon, I believe the technical phrase for you is a mutie."

"I'm not a mutant!"

"You will be soon."

"Mother-"

Dillon's rant was cut off by a massive jolt of electricity, which proceeded to knock her out. Ratha then turned to Morbius.

"It's been nice working with you, Michael."

Just then, Ratha raised a syringe and stuck it in Morbius's arm to draw another sample. Again, he analyzed it, but this time, his face contorted into a full-blown psychopathic grin.

"Ooh, another genejoke in our midst! Maybe a little OZ will coax it out!"

"Ratha, you're a sick bastard. When Mister Osborne finds out about this, you'll have to answer-"

"Actually, I won't. Have a nice day, Mister Morbius."

"I'll kill you, Ratha! I'll split your twisted head open-"

Before he could get another word out, Morbius was knocked unconscious. Ratha raised a syringe labeled "OZ- _Desmodus rotundus_" and sunk it into his victim's arm.

"Not any time soon."

Just then, Ratha's cell phone rang.

"Hello?"

"_Rajit, I trust the experiments have gone according to plan._"

"Yes, Mister Osborne. Everything is working like clockwork."

"_Good. I always wanted my own private Bebop and Rocksteady_."

"Happy to oblige, Mister Osborne."


	7. Chapter 7

Chapter 7: Eight Armed Doctor

In an apartment basement in the Bronx, Doctor Octavius licked his wounds.

"Penniless!"

His robotic arms swung around, smashing some cheap glassware.

"Betrayed!"

Some cheap pottery shattered.

"And now this stupid harness is fused to my body!"

All four arms slammed into the drywall.

"Hey, Doc, I brought you your coffee." a young man announced.

"Thank you, Mister Morales."

"Just call me Miles."

As Octavius sipped his coffee, Miles tossed him a copy of the _Daily Bugle_. As the doctor scanned it, he noticed an ad for a nearby bank. As he read the ad, an idea crossed his head.

"Mister Morales, get your friends together. We're going to redistribute wealth from the banks to ourselves!"

"Doc, can't you just say we're going to rob a bank?"

"I'll say it how I want!" Octavius shouted, the four arms flailing around to emphasize his point.

"Okay, Doc!"


	8. Chapter 8

Chapter 8: Team-Up

Someone pounded on the door of the Parker residence.

"Tiger? Are you home?"

Peter opened the door, and Mary Jane burst in. Her eyes were inflamed as if she had been weeping. Instinctively, Peter grabbed her in a tight embrace.

"What's wrong? Are your powers-"

"No. It's Aunt Anna. She's nearly bankrupt, and my father's going to get custody of me if she does go broke."

She broke down in tears.

"We'll do something, Red."

Just then, Peter sighted a copy of the _Daily Bugle_. As he scanned through it, he noticed an ad for an upcoming prizefight.

"Red, do you know how to fight?"

Two nights later, an old car drove into the parking lot of the Steve Rogers Athletic Center.

"Thank you, Mister Parker, for letting my niece Mary Jane do this."

"Think nothing of it, Anna."

Peter and Mary Jane exited the car, clad in black neoprene wet suits with a stylized spider on the front with similarly designed masks.

"Don't get too hurt, Peter. If you do, May's going to have my hide."

Peter grinned as he walked toward the building.

After an hour of paperwork, Peter and Mary Jane entered the ring.

"Ladies and gentlemen, tonight we have a clash of the ages! On the one hand, we have the Mammal of Mass Destruction, the Ungulate of Utter Destruction- the Rhino!" the announcer fast-talked.

The crowd cheered as the lights focused on a lumbering brute clad in a gray shirt.

"And on the other, I give you not one, but two neophyte contestants- Spider-Man and his Amazing Friend!"

The crowd was silent as the lights focused on Peter and Mary Jane.

"Kids, your ass is grass. I'm the champ!" Rhino muttered.

The bell rang, and the Rhino charged at his opponents. Peter's eyes went wide in horror as the behemoth charged toward him. Suddenly, time seemed to stand still for Peter. From the crowd's perspective, the newcomer seemingly dodged the old champion's blows with supernatural agility.

"Stand! Still!"

"Sorry, can't hear you behind this thing!"

Rhino roared in rage, charging at Mary Jane. Like Peter, she managed to sidestep the charge.

"Stand and fight like men!" Rhino yelled.

"Not my thing." Mary Jane quipped.

She then launched a large amount of webbing at Rhino's eyes.

"Now you're going to get it!"

Just then, Peter managed to grab Rhino and lift him several inches into the air.

"Put me down!"

"With pleasure."

Peter threw Rhino out of the ring and into the crowd.

"Looks like the champ just lost." Peter snarked.

Out in the parking lot, Uncle Ben and Aunt Anna were standing beside the car. Suddenly, heavy footsteps were heard.

"Who's there?" Uncle Ben asked.

Out of the shadows walked a young hoodlum holding a 9mm pistol. His greasy blond hair reeked.

"Fork over the goods, grandpa. You too, woman."

"I've got nothing!" Aunt Anna protested.

The gun discharged and Aunt Anna fell.

"Last chance, old man. The money. Give it to me."

Uncle Ben produced a ten dollar bill from his wallet.

"Ten bucks, huh? Enough to spare your life-"

The gun discharged again.

"-but not enough to stop me from shooting you anyways."

A triumphant Peter and Mary Jane exited the building.

"Tiger, we did it! Two hundred thousand-"

Just then, a raspy voice cried out their names. The two ran towards the source, only to discover their caretakers on the ground.

"Check for a pulse!"

Mary Jane checked Uncle Ben's.

"It's pretty strong, Peter, but I'm not sure if it'll stay that way!"

Peter checked Aunt Anna's.

"MJ, your aunt's pulse is pretty weak! Call 911!"

Mary Jane removed her cell phone and began to call. Meanwhile, Peter walked over to his uncle.

"Uncle Ben, what happened?"

"A mugger. Shot Anna on the spot, and then shot me after I forked over ten dollars. Said it was enough for him to spare my life."

"What did he look like?"

"About 5'6", greasy blond hair in a godawful mullet, wore some a gray sweatshirt. You could smell him for a country mile."

"Stay calm, Uncle Ben. 911's on its way."

"I'll pull through- I think."

As the ambulance pulled up, Peter and Mary Jane were gripped by a potent mix of fear and guilt.


	9. Chapter 9

Chapter 9: Death in the Family

"Mary Jane Watson?" the orderly asked.

"Yes?"

"Your aunt's in critical condition. Frankly, I don't think she'll last the night."

"Let me see her."

"I'll go with Miss Watson."

"Mister Parker-"

"I'm going with Mary Jane."

"Very well."

A few minutes later, the two entered Aunt Anna's room.

"Mary Jane…did you and Peter win?"

"Yes, Miss Watson. We won." Peter answered.

"That's my girl. Peter, take care of Mary Jane for me. It looks like the roll's been called up yonder for me."

"Miss Watson, you can't-"

"In the words of the great William Shakespeare, life's but a walking shadow, a poor player, that struts and frets his hour upon the stage, and then is heard no more; it is a tale told by an idiot, full of sound and fury, signifying nothing."

Suddenly, a beeping noise was heard. A quick glance at the monitors yielded a flat line. Anna Watson was no more.

"No."

"MJ, I'm sorry-"

"No! She can't be! She can't be!"

Peter stood there, tears dripping from his eyes, as Mary Jane bawled into his shoulder.


	10. Chapter 10

Chapter 10: Requiem

"The LORD giveth and the LORD taketh away."

A week had passed, and now Anna Watson was being laid to rest at the Mount of Purgatory cemetery. There were less than twenty-five mourners, mostly close friends of the deceased. The only relative of Anna's who had bothered to show up was Mary Jane.

"Ashes to ashes, dust to dust, may Anna Watson rest in eternal peace."

From behind her veil, Mary Jane wept as her aunt's coffin was put in the ground. Peter put his hand on her shoulder as a gesture of comfort. When the funeral was over, the two left the cemetery.

In her car, May Parker fidgeted around in her seat. Ben was still in the hospital and Anna was dead. The only good news was that thanks to Mary Jane's father losing the custody hearings, she was now Mary Jane's legal guardian. Just then, she heard the back doors open as Peter and Mary Jane got in.

"I should have been there to stop that punk!" Mary Jane shouted on the way back.

"Red, I'm pretty sure there's nothing we could have done."

"If I ever find him, there'll be hell to pay! I'll web him up and tear his head off!"

"You wouldn't!"

"Why not! I've got the power!"

"But with great power comes great responsibility."

"Where'd you get that one? A motivational poster?"

"No. I got it from Uncle Ben."

As the car pulled into the driveway of the Parker residence, Mary Jane stormed out in a huff. Someone was going to pay for Aunt Anna's death.


	11. Chapter 11

Chapter 11: Best Served Cold

11:00 P.M:

Mary Jane put her mask on as she checked her phone. Apparently, the thug who had killed Aunt Anna went by the name "Jack Quesada", and he was wanted for numerous crimes. His favorite hideout appeared to be an abandoned warehouse in the Bronx.

"You're dead meat, Jack."

11:10 P.M:

Peter entered Mary Jane's room, only to be greeted by an open window and an abandoned phone. He picked up the phone and his jaw dropped.

_She's really going after him?_

Peter threw on his mask and went after Mary Jane, hoping to stop her before she did something really stupid.

11:30 P.M:

Mary Jane was perched atop a rooftop, waiting for her prey. Within five minutes, it arrived.

"You've got a pair to enter Enigma territory after sundown, Quesada." another ne'er-do-well barked.

"This is my turf. Get off."

"No, you."

Two gunshots settled the issue in favor of Quesada.

Meanwhile, Peter was swinging through the air on a rope-like length of web on his way to intercept Mary Jane. Deftly avoiding the buildings in his path, he was getting the hang of this new method of getting around.

11:45:

Peter landed on the roof of the same building where Mary Jane was lurking.

"MJ! What do you think you're doing?"

"Settling a score. Life for life."

And with that, she took a swan-dive off the roof and leapt toward her victim.

"Mary Jane! No!"

Peter jumped down in hot pursuit, only to be met by the crook.

"One move and the girl's toast."

Peter then noticed the gun in his opponent's hand.

"Let her go, Quesada."

"No."

Just then, the sounds of police sirens filled the air.

"Let her go. Now."

"No."

Mary Jane then slammed her foot down onto Quesada's foot, causing him to let her go.

"You're a dead woman!"

"No. I'm not."

With that, she webbed him to the wall.

"Now who's the dead one?" she muttered.

"Red, that's enough. Leave him to the police."

"Why should I? Aunt Anna was like a mother to me! And he killed her! For no reason!"

"Mary Jane, if you kill him, you'll be no better than him."

Mary Jane looked at her aunt's killer and saw a look of absolute terror in his eyes.

"You were right, Tiger. About great power and great responsibility."

Later that night, on the roof of the Parker residence, Peter and Mary Jane held each other closely and performed a passionate and intimate kiss.

"Face it Tiger, you just hit the jackpot." Mary Jane whispered.


	12. Chapter 12

Chapter 12: First Meeting

"At least this stuff breathes, Peter."

"I know, but spandex is spandex. I'm pretty sure I look like an idiot."

"Yeah, but it's still better than your idea. I mean, why use body armor when you can just dodge the bullet?"

"You win, Red."

"It's Scarlet Spider to you!"

A few weeks had passed since Aunt Anna's death, and since then Peter and Mary Jane had decided to avenge her memory by handling the criminals that the NYPD didn't. Martial arts and boxing lessons, practicing the use of their own superpowers, and some gymnastics gave them the means to fight their crusade.

Their identities concealed by full-body suits and masks, they had made names for themselves by aiding the police in apprehending drug dealers, muggers, and purse snatchers.

"_All units, be advised. Crime scene at Ditko Bank at corner of 42nd and Broadway is under containment by SHIELD forces and the X-Men._" played the police dispatch.

Peter turned off the police dispatch.

"Let's go."

From the streets below, pedestrians watched as two figures swung overhead. One was clad in red and blue spandex with a white web pattern all over it. On his back was a stylized red spider. The other was clad in red spandex with a similar pattern, except this one was a woman. Her red hair flowed out from behind the mask, while the back of her costume was adorned with a stylized black spider. Cameras flashed as the two swung by.

At the bank, Peter and Mary Jane were greeted by two police officers.

"Sir, this area is under containment-" the younger officer began.

"Forget it, Officer Lee. We don't turn away Spider-Man. It'd be bad for our PR if we did."

"Lieutenant Kirby, it would set a bad example-"

"Spider-Man, you and your friend can go right on ahead."

Peter shook Lieutenant Kirby's hand and entered with Mary Jane.

"This is why I hate superheroes." Officer Lee muttered.

Inside the crime scene, Spider-Man began looking for evidence. Unfortunately, he didn't look where he was going and he bumped into someone.

"Who goes there?" the person asked.

"Sorry sir, I didn't-"

Peter looked up at the person he had bumped into. Before his eyes was a seven-foot tall creature covered in blue fur and wearing a pair of thick-rimmed glasses.

"I…truly…am…sorry-"

"Relax, I don't bite. Usually."

"Who…are…you?"

Another figure looked at Spider-Man incredulously.

"Have you been living under a rock? That's the Beast." the other announced, his Cajun accent making itself prominent.

Spider-Man's palm promptly met his face.

"So what are you doing here?" Scarlet Spider asked.

"Forensics field trip." was Beast's answer.

"Found something, Mister McCoy!" a young woman piped up.

Spider-Man turned his head around and saw a young woman in a yellow longcoat kneeling over and examining what appeared to be a vault door.

"What is it, Jubilee?" Beast asked.

"There's marks on this thing. Four regularly spaced incisions to be exact."

Spider-Man examined it for himself.

"It's as if they were made by a machine."

Just then, the police dispatch went off.

"_All units, robbery in progress at Kirby Savings and Loans. Perpetrator is middle-aged white male, 6'3", with four robotic arms attached to back._"

"Tiger, let's go!" Scarlet Spider demanded.

"What about the X-Men? Can I get their autographs?" Spider-Man pleaded.

"After we're done at the other bank!"

At Kirby Savings and Loans, everyone in the building was hiding behind something when Spider-Man and Scarlet Spider burst through the window.

"What's this? Spider-Man and his Amazing Friend are here to ruin my redistribution plans?" the robber grumbled.

"Show yourself!" Scarlet Spider ordered.

The robber turned around, revealing his mechanical arms.

"Let's web him-"

The robber's arms grabbed Spider-Man.

"I think not."


	13. Chapter 13

Chapter 13: Enter the Octopus

"Who are you?" Scarlet Spider asked

"That is not your concern, insect."

Scarlet Spider dodged an arm.

"Spiders aren't insects! Sheesh, you'd think that people would have learned that by now!"

"I was using insect in the dismissive sense!"

"Enough's enough, Mister Octopus."

"What did you call me?"

"Mister Octopus. You know, with the eight limbs, I though you had some weird fetish for octopi."

"In that case, it's Doctor Octopus to you!"

Back at the Ditko Bank, Jubilee was taking photos of the crime scene when the police band radio went off.

"_All units, report to Kirby Savings and Loans. Spider-Man is getting his ass kicked there and could use some help_."

Jubilee turned to Beast.

"Class dismissed." he mouthed.

Meanwhile, Scarlet Spider was dodging the various projectiles being thrown at her by Doctor Octopus. Desks, chairs, and even a safety deposit box all went her way.

"You can't dodge me forever, Scarlet Spider!"

Just then, someone crashed through the window.

"Need a hand?" the interloper asked.

Spider-Man took stock of his rescuer.

"Jubilee? No offense, but I don't think you'll last ten seconds-"

Suddenly, Doctor Octopus's glasses went flying off his face thanks to Scarlet Spider's webbing.

"Give it!"

Jubilee grinned and shot of her plasma "fireworks".

"My eyes! I'm blinded!"

"Quit being a ham, Doc Ock!" was Spider-Man's reply.

Just then, the police arrived to take Doctor Octopus into custody.

"So, how about lunch on me?" Spider-Man asked his cohorts.

Meanwhile, a small UAV was hovering near the bank. From his office, Norman Osborne watched the provided footage.

"Hmm. It seems that this Spider-Man really does live up to his name. Guess I had better raise the stakes."

He pushed a button on his desk, and Maxine Dillon and Michael Morbius entered. He eyed them cautiously, looking for the enhancements that the experiments had given them. From what he could tell, Dillon now radiated electricity, while Morbius hovered about three inches off the ground. In addition, Morbius now looked very much like a piece of chicory in terms of his complexion.

"What do you want?" Dillon asked, pounding her fist onto Osborne's desk.

"Electro, I want you and Morbius to bring me Spider-Man. I want him alive."

"What did you just call me?" Dillon asked.

"Electro. A fitting name, don't you think?"

"Yeah yeah yeah. If we give you Spider-Man, we want something in return."

"A cure, Mister Osborne." Morbius finished.

"Just go, and I'll consider it."

And with that, Electro and Morbius left Osborne's office.


	14. Chapter 14

Chapter 14: First Clash, Part 1

That night, Spider-Man and Scarlet Spider were on patrol when another police dispatch came over the radio.

"_All units, we have a 10-20 in progress at the Metropolitan Museum of Modern Art. All units, please respond._"

Just as the two were preparing to swing off to the crime scene, their phones went off. Peter sighed as he tapped the Bluetooth headset.

"_Peter, Mary Jane, it's well past your curfew_."

"Sorry, Aunt May. Got a crime in progress at MOMA. Be back when the bad guys are in police custody." Spider-Man replied.

"_Let them go, May. They're old enough_." a man's voice announced.

"_Fine, Ben."_

And with that, the two swung off to MOMA.

"NYPD! Put your hands where I can see them, Black Cat!"

Felicia Hardy cursed as the policemen swarmed around her. This job had been planned to the second, and now it had gone belly-up. Not even her strategically exposed assets had been able to stop the guards from catching her red-handed.

"This can't get any worse." she muttered as she hid behind an air conditioning unit on the roof.

An audible thud was heard as Spider-Man landed on the same roof.

"Come out, come out, wherever you are!" he cried out.

"I'm right here."

Spider-Man turned his head and saw a young woman approach him. Her black leotard had been cut in such a way that it emphasized her bust and cleavage. Her platinum blonde hair hung sensuously from her head. The only attempt made at concealing her identity was a domino mask.

"Come on, Spider-Man. How about we have a good night out?" she propositioned.

"I don't even know you!" was the reply.

"They call me the Black Cat, but I'm not always bad luck."

Spider-Man raised his wrists and shot off some webbing at the Black Cat, pinning her to an air conditioning unit.

"Ooh, I can see you like it kinky. How about we indulge each other in amore for the night, and you can shake that Scarlet Spider for me?" she teased as she pulled herself off.

Spider-Man gulped as Black Cat went for the kill and laid a colossal kiss upon his lips.

"What's the matter? Spidey got cold feet?"

Just then, Scarlet Spider landed upon the roof.

"Get your hands off him. Now." she muttered.

"Make me, dollface."

That did it. Scarlet Spider roared with rage as she threw herself at the Black Cat, firing web into her eyes and then knocking her down.

"Oh, so you want to play rough, Scarlett O'Spider?"

"Get away from him, Cat."

"Why should I? I need a new boy-toy."

"Yeah, I can see why. Who did those breasts? Edward Scissorhands or Doogie Howser?

Black Cat hissed as she threw a right hook at Scarlet Spider. She'd have continued to beat her up if it weren't for a powerful electric shock knocking her over.

"What the-" was Scarlet Spider's response.

As she looked up, she noticed two individuals. One was floating a few inches off the ground and was clad in a black trenchcoat. His skin looked like he had lived in a cave for some years. His companion was a woman in a skintight green rubber jumpsuit. Bolts of electricity leapt from it, breaking and crackling.

"Leave them alone. Our boss wants them intact."

Spider-Man looked up at the newcomers as well.

"Who the hell are you?"

"You may call me Morbius-" the man began.

"-and the handle's Electro!" the woman finished.


	15. Chapter 15

Chapter 15: First Clash, Part 2

"Let's not do anything we'd regret." Spider-Man began.

Just then, Scarlet Spider slammed into Morbius.

"But fighting you two isn't one of them." she finished.

"Want to play rough, huh? Then let's play rough!" Electro retorted, a psychotic grin plastered across her face.

The two partners dodged Electro's blasts and made their way to a different part of the roof.

"Red, you take on Sparky. I'll handle Morbius personally."

Scarlet Spider nodded and swung into action…only to run headlong into Black Cat.

"Looks like I'll have to play with this spider again."

Scarlet Spider head-butted her opponent.

"Ooh. Looks like someone didn't finish charm school."

"Shut. The hell. Up."

"Make me, babydoll."

A crimson-gloved fist met Black Cat's nose, making a sickening crunch on impact.

"Oh, you're going to pay for that, ya little harlot!"

"Look who's talking, call girl!"

"Who are you calling a call girl, punk?"

Meanwhile, Spider-Man was having a hell of a time with Morbius.

"All right, Count Dracula, are't you going to speak in vampire vords?"

"Don't you mock me, insolent fool!"

"I mock! I'm a mocker!"

"Just because you are glib, that does not mean that you are clever!"

"I've got to keep myself entertained _somehow_, Nosferatu!"

"One more vampire wisecrack out of you, and I'll slash you to little bloody spidery bits and pieces that I'll take to my boss in a coffee tin!"

"Keep going, Alucard!"

That did it. Morbius was madder than a hornet.

"You asked for it, Spider-Man!"

He jumped into the air, making a graceful landing right in front of Spidey. He then grabbed the source of the mockery.

"Any last words, insolent arachnid?"

Just then, Electro fell to the ground and began convulsing.

"Yeah, I think your girlfriend's about to blow."

"Very droll, Spider-Man. Wait, what-"

A surge of electricity coursed through Morbius, who dropped Spider-Man as his muscles began to cramp up. On his way down, Spidey felt something cut through his side.

"Thank God for th-"

Spidey began to feel the effects of Electro's discharge as his right leg locked up. He dragged himself away just as Electro stopped. As the adrenaline wore off, he passed out.

"Oh, my aching head…"

"May, I think he's coming to."

Peter Parker awakened in his room to see Mary Jane, Aunt May, and Uncle Ben at his bedside.

"Peter Benjamin Parker, you had us worried sick!"

"MJ, did we defeat-"

"No. They got away, because I was too busy dragging you back from MOMA to catch them!"

"How bad a shape was I in?"

"You were bleeding out over the doorstep. That should be a clue. Funny thing is that the worst of your wounds seemed to patch themselves up overnight."

"If it's any consolation, Tiger, I got pretty dinged up myself."

Peter gave a weak grin before going back to sleep. Meanwhile, Electro and Morbius were back in Osborne's office.

"You got defeated by Spider-Man and his friend?"

"I'd have gotten him if Electro hadn't discharged, Mister Osborne."

"Rub it in, why don't ya?"

"Get out of my office! Both of you!"

Once the two were gone, Osborne pressed the intercom button on his desk.

"Rajit, time to begin Phase Two. Prepare to create the ultimate anti-Spider-Man weapon: the Scorpion."


	16. Iron Spider- Part 1

Chapter 16: Iron Spider, Part 1

"_All units, criminal mayhem in progress at Steve Rogers Athletic Center. Perpetrator is one Alex O'Hirn, aka the Rhino._"

"You hear that, Tiger? Sounds like someone's a sore loser."

"I'll be more than happy to give him a rematch."

At the Steve Rogers Athletic Center, the Rhino and the police sent to keep the situation from escalating were glaring at each other when another squad car arrived.

"What appears to be the problem here?" the car's passenger demanded as he exited.

"Captain Stacy, I don't know what he's doing. Just a few minutes ago, he pretty much totaled a newspaper machine, and he's got a hostage tied to that chair next to him."

"Rhino? Taking hostages? That dumb lug wouldn't know how to operate a firearm!"

"Yuk it up, copper, but I've got fists!"

Just then, Spider-Man and Scarlet Spider arrived.

"What's going on here?"

"That's a very good question, Spider-Man." the hostage announced.

"Shut up, Reilly, or I'll mash ya to powder before your folks can pay the ransom!"

"You done yet?" Spider-Man snarked.

"With mister Ben Reilly here, yes. With you, I'm just beginning!"

With that, Rhino walked into the parking lot.

"What do you want, O'Hirn?"

"Round two, ya snot-nosed webhead. Just you and your friend against me."

"If this is about the fight, I can't help it that I'm stronger and more agile than you."

Rhino let loose a cry of rage as he charged at Spidey. Once again, the latter dodged the attack.

"Red, go get that hostage loose! NOW!"

Scarlet Spider nodded and raced toward the chair.

_Here's hoping this plan works_.

Meanwhile, Ben Reilly was struggling uselessly against the ropes when he saw Scarlet Spider approach.

"Are you okay, mister Reilly?"

"Call me Ben, and I'm in fair shape. Probably a nice assortment of cuts and bruises from that lunkhead, some minor rope burns-"

Scarlet Spider grabbed the ropes and pulled them apart.

"Okay, that was unexpected. What are you going to-"

Ben Reilly was grabbed by his rescuer.

"Hold on tight!"

"Wait, wha-"

Scarlet Spider aimed at a nearby building and fired her webbing. Almost immediately, she went soaring through the air, Ben Reilly in tow.

"What's going on here?" he demanded.

No reply came from Scarlet Spider's lips. Instead, the two changed direction and proceeded back toward the streets.

"Stay here, Ben. I've got a Rhino to fight." Scarlet Spider ordered after landing.

And with that, she left her newfound companion. Meanwhile, Spider-Man and Rhino were locked in fierce combat.

"FYI, O'Hirn, I feel sorry for your mom. I'd feel sorry for me as well if I had to raise such an ugly child as you."

"You little-"

"Like I said, you won't be winning any awards for that ugly mug-"

Rhino charged again, missing Spider-Man.

"-and I don't think your winning personality will help either!"

"SHUT THE HELL UP!"

"Can't. I've got a condition that makes me insult my opponents during combat."

Just then, Scarlet Spider rammed into Rhino from above, knocking him down.

"Ow…my back." Rhino moaned.

From where Scarlet Spider had left him, Ben Reilly watched in utter fascination as his rescuers swung away.

"I wonder how they do that…"


	17. Iron Spider- Part 2

Chapter 17: Iron Spider, Part 2

"Fascinating. These webs seem to disintegrate within six hours of exposure to air."

Ben Reilly scribbled this observation down as he wandered around the basement he used as a laboratory and workshop. Near the main computer terminal loomed one of the older Stark exoskeletons- a sort of "lite" Iron Man suit for the general public. On a nearby bulletin board lay newspaper clippings of Spider-Man sightings. All that was missing was a shrine.

A dinging noise indicated that the web samples had been analyzed. Ben walked over to read the results.

"Ordinary spider silk. This leads further credence to my suspicions that Spider-Man and Scarlet Spider were somehow genetically altered to take on arachnoid characteristics…"

Just then, a realization dawned upon Ben Reilly.

"OsCorp's probably looking for him."

Back at OsCorp, a research team was finishing up "Project Skorpios". From his office, Norman Osborne was listening to the project's leaders.

"Mister Smythe, explain to me again how this is going to work. I didn't catch it all the first time around."

"Mister Osborne, I've worked for you since you created OsCorp. You've earned the right to call me Spencer."

"Fine…Spencer."

"Very well. Now that Doctor Ratha and his team have managed to infect Mister Gargan with the strain of OZ we used on those scorpions, my team has created a battle suit for him."

Spencer Smythe produced the schematics for the suit from his coat pocket.

"Tell me how the suit fits into everything."

"Since the strain we infected Gargan with only granted him the most basic of powers, namely a variant of extra sensory perception, enhanced strength and agility, and the ability to scale walls unaided, we've had to create a workaround to make sure he's combat-ready."

"So how does it work?"

"The tail connects directly to the spinal cord via two probes, making it easily removable. Apart from that, it's just an ordinary suit of lightweight body armor, except not as bulky."

"Very good, Spencer. You are dismissed."

Smythe left his chair and walked out.


	18. Iron Spider- Part 3

Chapter 18: Iron Spider, Part 3

Some weeks later, Ben Reilly was standing upon a rooftop wearing his exoskeleton suit for its inaugural field test. From behind the custom-designed and made faceplate's eyes, he was impressed by the view.

_Let's see what this can do_.

He got a running start and jumped off the roof. Within seconds, he had calculated a trajectory, aimed his web shooters (also of custom design and build), and fired. He zipped toward the building where the webbing had landed, the suit's gecko-like padding on the gloves and boots kicking in on impact. Within moments, he was scaling the side of the building.

_It works_.

Meanwhile, Spider-Man and Scarlet Spider were swinging around the city on another nightly patrol when the police dispatch went off.

"_All units, we have another 10-20 at MOMA. Suspect is on building's roof_."

"Sounds like someone didn't learn their lesson last time."

"Which one, Red? The sleazy cat burglar or those two freaks?"

"I'm going to say Black Cat."

And with that, they made tracks for MOMA.

At MOMA, Black Cat was hiding behind an air conditioning unit. Another heist attempt had gone south, and she wasn't pleased. Just then, she heard two familiar figures landing.

"Oh, look who came back." she purred as she sighted Spider-Man.

"Sorry, but I'm called for."

"C'mon, Spidey. Hit me with your webs again."

"Doesn't happen like that, Black Cat."

Black Cat snarled and charged at the two…only to get webbed up by Scarlet Spider.

"Now that was easy." Scarlet Spider deadpanned.

"Too easy, Red. Last time, she just broke out of my webbing."

Suddenly, a maniacal laugh was heard.

"Okay, what was that?"

Out of the shadows came a large middle-aged white man clad in a neon-green battle suit. A scorpion tail dragged the ground behind him.

"I didn't know there were two of you. Guess the boss is going to have to give me a bonus."

"Who are you?"

"Call me the Scorpion, Spider-Man. Remember that, cause that's the last thing you're going to hear before I-"

Just then, a man in a suit of Iron Man armor painted like Spider-Man's suit landed on the roof.

"Three? What is this? A mutant clambake or something?"

The man jumped into the air, firing webs at Scorpion. They didn't hold.

"You want to play rough, bud? Then I'll oblige!"

With that, Scorpion raised the tail up as Spider-Man charged. As Spidey jumped into the air, he felt his right leg go numb.

"What-"

"This thing's got a pretty good taser built in. Got to love R&D at Os-"

The armored man threw him across the roof and then hopped up onto a stairway entrance.

"This should be safe-"

Scorpion laughed as he climbed up.

"You're not the only one who can climb walls!"

The armored rescuer punched Scorpion with extreme force, sending him flying into a transformer. The ensuing shock knocked Scorpion out.

"Who are you?" both Spider-Man and Scarlet Spider asked the mysterious figure.

The man removed his suit's faceplate.

"Remember me?" he asked.

"You were the Rhino's hostage, weren't you?"

"Yeah, I was. Name's Ben Reilly, and I've been following you for a few weeks now."

"What's your deal?"

"Simple. I want to join in on your operation. Form a team."

"You can't just go around calling yourself Ben Reilly on these sorts of things."

"I know. Call me the Iron Spider."

"Welcome to the team." Scarlet Spider announced.

"Now who are you really?" Iron Spider asked.

Peter and Mary Jane removed their masks.

"Peter Parker."

"Mary Jane Watson."

From his office, Norman Osborne watched the UAV footage of the fight.

"It appears that perhaps I'm putting a little too much hope in free-willed operatives to do my dirty work. Maybe I should use something else, like a giant robot."

An idea came to his mind.

"Ah yes, a Sentinel. That will work excellently for my purposes…"


	19. X-Spider- Part 1

Chapter 19: X-Spider, Part 1

"Tell me what happened again, Mary Jane."

"Mister Kane, I was intervening-"

"You call giving Flash Thompson a knockout punch 'intervening'?"

"He was in the middle of tormenting Harry Osborne and Angelica Jones!"

"Mary Jane, at this point, I am seriously considering not letting it slide. You're lucky the school year ends tomorrow. Good day to you."

Mary Jane grumbled as she left the principal's office to meet up with her friends for lunch.

_Why must I be stuck here_?

Up on the gym ceiling, Peter, Ben Reilly, and Angelica Jones were waiting for Mary Jane on a sort of large web.

"So you used to be one of Flash's victims?" Angelica asked.

"Being a nerd and all, I was a pretty easy victim. Then I got like this and he thought better of it." Peter answered

"Yeah, but at least you didn't get picked on because of your genes."

"Some of my best friends are mutants!"

Angelica stared at him.

"Well, one. Kinda. If you stretch the definition of 'mutant' a bit."

Just then, Mary Jane crawled up the gym wall.

"How'd it go with Kane?"

"Said he'd let it slide this time, Tiger."

Ben Reilly cleared his throat.

"If you've got something to say, Ben, spit it out."

"I've heard Xavier School for the Gifted is sending out application forms."

"Old news. Aunt May's got the forms for Mary Jane and myself. Maybe you and Angelica could come visit the school with us."

"When?"

"Two days from now."

"Deal."


	20. X-Spider- Part 2

Chapter 20: X-Spider, Part 2

The Parker's car pulled up to the entrance of the Charles Xavier School for Gifted Young Persons.

"How old is this place, Tiger?" Mary Jane asked upon exiting the vehicle.

"I'd say it date back to the early 19th century, judging by the architecture of the main building."

Ben Reilly and Angelica Jones were silent as they left the car, carrying their forms in hand.

"We'll be waiting for you kids after we submit the paperwork." Aunt May piped up.

Some time later, the six were waiting in the main office when a woman entered. She looked as if she were at most forty years old, her red hair fading into gray in some places.

"Professor Xavier will see you now." she informed, her voice exuding weariness.

"Thanks for the lift, Mister and Missus Parker." Ben Reilly announced as he went with the others.

Within minutes, they found themselves in a darkened office.

"Professor, the applicants are here." the woman announced.

"Thank you, Jean. You may go." a man replied.

The lights went on to reveal the office's occupant. Behind a mahogany desk was an old bald-headed man in a suit.

"Professor Xavier, I presume?" Peter asked.

"This is he." the man answered.

Professor Xavier approached them. It was then when the four noticed he was in a wheelchair.

"Do not be afraid. I do not wish to harm you." he announced, extending his hand.

Professor Xavier extended his hand, and Peter shook it. Suddenly, the professor went stiff as a ramrod.

"What's going on?" Angelica asked.

Just then, the professor's little fit stopped.

"What just happened?" Ben Reilly asked.

"You…broke through the barricade."

"Who, me?"

"Not you, Mister Reilly."

"How'd you know my name?"

"Mister Parker here told me everything."

"Okay, I'm confused now."

"I am what you may call a mind-reader. It is a mixed blessing, to say the least."

"Are you some kind of-"

"-mutant? Yes, I am one of the original Children of the Atom, along with the woman who brought you in here."

Mary Jane raised her hand.

"So you know-"

"Yes, I know all about you. Your mutation intrigues me."

"Are you saying that Peter and I-"

"No, you are mutated, but your friend Angelica Jones is a mutant."

"So what is this place really?"

"Well, it is officially a school, but beneath it lies the central base of operations for the X-Men."

Peter's eyes went wide.

"And no, mister Parker, you cannot get the team's autographs."

Professor Xavier gestured to an old elevator in the corner of the room. The five boarded it and descended into the base.


	21. X-Spider- Part 3

Chapter 21: X-Spider, Part 3

"And now, you shall formally meet the team."

Peter was nearly bouncing in joy as the elevator stopped. Once it did, he bolted right out of it…and ran straight into Jubilee.

"Professor, what's with bringing uninvited guests into the base? I thought you put the kibosh on that idea."

"Relax, Jubilee. I invited them to the base."

Jubilee clenched her teeth as she shook Peter's hand.

"Mister Parker, I believe you and Miss Watson owe Jubilee a lunch sometime soon."

"Professor, I'll get to it sooner rather than later."

"Very well. Now then, let's get you acquainted with-"

A large man in an old wool jacket approached.

"I was just about to introduce some new students to you, Logan."

The man snuffled a bit.

"What's he doing?" Ben Reilly asked.

"Gettin' your scent, bub." the man answered.

"Who are you anyways?"

The man gave a slight grin, and metal claws shot out of his knuckles.

"Jesus H. Christ!" was Ben's response.

"That answer your question, 'cause who else would have these beuts but Wolverine?"

Peter and Mary Jane introduced themselves, cautiously shaking Wolverine's hand.

"Professor X, tell me more about our guests." Wolverine requested afterwards.

"It's simple, old friend. Mister Parker and Miss Watson are mutates thanks to a spider bite."

"Must've been some spider."

"Anyways, I need you and some of the others to help them tap their full potential."

The two exchanged a knowing glance.

"I'll be sure to tell Gwen to boot up the Danger Room." Wolverine announced.

And with that, Peter and Mary Jane left with Wolverine.

"What about us?" Ben and Angelica piped up.

"You two will stay with me." Professor Xavier answered.


	22. X-Spider- Part 4

Chapter 22: X-Spider, Part 4

The hum of computers resonated through Peter and Mary Jane's ears as they approached the Danger Room.

"This is awesome!" Peter squealed.

"Don't get your hopes up, Tiger."

Just outside, they ran into a blond-haired girl wearing tortoiseshell glasses.

"So you're the guests the Professor told me about. Do you two realize how long it takes to boot up the Danger Room?"

Peter and Mary Jane turned to Wolverine.

"Allow me to introduce this fine young lady to you two. Mister Parker, miss Watson, meet Gwen Stacy, our resident non-mutant unofficial member of the X-Men."

Gwen shook their hands coldly.

"Look, I'm good with computers and machines. That's why I stick around here." she muttered.

"Gwen, enough gripin'. Show 'em the Danger Room."

"Fine, Wolverine."

Gwen punched in the door combination and escorted Peter and Mary Jane in. Once inside, they were greeted by steel and plastic walls with assorted electronic output units.

"Gambit, boot up Training Sim 616. Yeah, the test sim."

"_I hear you, chéri."_

Suddenly, the steel and plastic walls of the Danger Room were replaced by a good-sized parking lot.

"And they call this the Danger Room." Peter snarked.

Gwen turned to him, a look of irritation in her eyes.

"This is a test sim I threw together when I first started working for these guys. It's basically just to get you acquainted with the Danger Room, or since the Professor wants to see the full extent of your powers, a safe environment in which you can test them."

Gwen gestured toward some large objects.

"See if you can left these."

Peter walked over to one of them and lifted it off the ground.

"That was eighteen tons." Gwen annuounced.

Mary Jane lifted another one with ease.

"Twenty four tons."

Mary Jane stuck her tongue out at Peter.

"That completes the strength test."

The two put down their respective objects.

"Gambit, shut down the-"

Just then, Peter started twitching.

"Okay, that was unex-"

Mary Jane suddenly fell to the floor.

"Professor, Peter and Mary Jane are going through some kind of seizure."

"_Might be a secondary mutation_."

Peter sprung to his feet and charged at Gwen, pinning her to the ground.

"Mister Parker, stand down."

He raised his arms, and two minute spikes emerged from his lower wrist, right above the spinnerets.

"HELP!"

Suddenly, the Danger Room's door was cut open and Wolverine burst in.

"What's going on?"

At that moment, Mary Jane launched some kind of blast at Wolverine, knocking him to the floor.

"Gambit! Initiate emergency protocol 1610!"

At that moment, the Danger Room flooded with sedative mist, knocking out the occupants.


	23. X-Spider- Part 5

Chapter 23: X-Spider, Part 5

"Ooh…"

"Er ist nicht toht?"

Peter looked up and saw a demonic-looking man with blue skin and wearing a red and black jumpsuit staring at him.

"Stay back!"

"Kurt, don't go scarin' the poor kid!" a brown-haired woman with a southern accent exclaimed.

"Fine, Rogue."

Rogue approached Peter's bedside.

"My aching head." Peter moaned.

"You gave us a pretty big scare when Nightcrawler here dragged you and your friend out of the Danger Room."

"What happened?"

"From what Wolverine told us, you two went berserk."

"Did we hurt anyone?" Peter asked.

"Thank God almighty you didn't." a man's voice piped up.

Peter turned and noticed Beast approach him. Standing next to him was a tall man with auburn hair and some odd visor over his eyes.

"You and Miss Watson underwent secondary mutations. In your case, you received some sort of venomous barbs."

"And Mary Jane?"

"Some kind of electrochemical blast."

"Let me see her, please."

Just then, Mary Jane and Gwen walked in.

"Face it, Tiger. You just hit the jackpot!" Mary Jane announced.

Beast cleared his throat.

"I ran some tests on the both of you, and I've got some news."

The two perked up.

"First, your mutations are permanent. If you're going to have children at any point, there's a good chance they could inherit your mutations. Second, they're stable."

"Nice to know, but where are our friends?" Peter asked.

"Mister Reilly and Miss Jones? They're right nearby." the man with the visor answered.

The man gestured toward some nearby chairs. Ben Reilly was crossing and uncrossing his legs.

"About time you two got done! I'm pretty sure that your Aunt May and Uncle Ben are probably worried sick by this point!" Angelica yelled.

"Well, it was nice seeing this place, but we've got to run-"

Just then, alarms started blaring.

"Okay, that can't be good."

"Emma, what's going on up top?"

"_Professor, there's a Sentinel heading right this way!_"

Everyone's eyes went wide.

"I thought they discontinued the Sentinel program." Ben Reilly muttered.

"They did. But at last check, I believe that some of the Mutant Registration Board's sponsors had a few on hand."

"Like who?"

"Hammer Industries, AIM, OsCorp-"

_I was right_. Ben Reilly thought.


	24. X-Spider- Part 6

Chapter 24: X-Spider, Part 6

As the team dashed up to the surface, the Sentinel was just standing around.

"Why isn't it doing anything? Shouldn't it be, you know, reaching out for us?" Jubilee asked upon seeing it.

Just then, the gargantuan machine lurched to life as Peter and Mary Jane revealed their "Spider-outfits". It reached out for them, ignoring all the others.

"That's a bad thing, isn't it?" Gwen asked.

While this was going on, Ben Reilly ran over to the Parker's car and proceeded to pry the trunk open. Inside was his suit of powered armor.

_It's time to kick Sentinel ass and chew bubblegum. And I'm all out of gum._ he thought as he threw on the suit.

Meanwhile, Spider-Man and Scarlet Spider were struggling to escape from the Sentinel's vise.

"Don't just stand there- do something!" they yelled.

Cyclops fired an energy blast at the mechanical monster's chest. Surprisingly, it had no effect.

"Storm, we could use some of your dry lightning right now!" he muttered.

A black woman in a white spandex suit with a matching cape cleared her throat.

"Power of lightning, strike down this automaton!"

A bolt of lightning proceeded to descend from the heavens and hit the Sentinel on the head. It staggered around for a bit before regaining its balance.

"I thought you guys knew how to handle this sort of thing!" Spider-Man and Scarlet Spider exclaimed in unison.

"We do! It's as if somebody augmented this one!" came Beast's reply.

Just then, Iron Spider came racing to the Sentinel.

"This can't possibly end well." Gwen muttered as she saw the scene unfold before her eyes.

Iron Spider leapt into the air and launched himself at the Sentinel.

"I can't watch!" Jubilee cried as she covered her eyes.

Suddenly, a crunching noise was heard. As the X-Men looked up, they noticed a large hole in the Sentinel's head.

"Tell me how energy blasts and bolts of lightning couldn't even tickle that thing and yet a guy in a suit of powered armor manages to punch a hole in it!" Cyclops yelled.

"It's simple, _copain_. You hit anything hard enough, you can damage it." Gambit replied.

Inside the Sentinel's head, Iron Spider looked for anything that bore a resemblance to a computer. He noticed a metal wall right in front of him and punched clean through it.

_Here goes nothing_.

Once he was past the barrier, he had a good view of the Sentinel's main processor unit. From under his iron skin, he smiled as his fist slammed into the computer that powered the robot. Outside the machine, the assembled group watched as the Sentinel began to stagger around and then release Spider-Man and Scarlet Spider before toppling over.

"Ben!" Spider-Man exclaimed.

Just then, Iron Spider climbed out of the hole in the Sentinel's head.

"This confirms it." he muttered as he walked back to the group.

"Confirms what?" Scarlet Spider asked.

"Someone's looking for you two, and my guess is that it's OsCorp."

"Come again?"

"OsCorp helped fund the Sentinel program. OsCorp's also the leader of research in weaponized genetic modification. See where I'm coming from?"

Back at OsCorp, Norman Osborne was reviewing the footage from the Sentinel and the accompanying UAV.

"It appears that perhaps I should keep my remaining Sentinels on standby. Or better yet, make a smaller and more agile one."

He pressed a button on his desk.

"Spencer, don't you have a son?"

"_Alistair? Why do you ask, Norman?_"

"I have a little…father-son bonding experience prepared for the both of you. I call it Project Spider-Slayer."


	25. The Spider-Slayers- Part 1

Chapter 25: The Spider-Slayers, Part 1

A few days later, Norman Osborne watched as the elevator ascended to his office. When the doors opened, his trusted friend and employee Spencer Smythe was revealed. In front of him was a twenty-something year old young man in a wheelchair.

"Norman, I give you my son Alistair."

"A pleasure to meet you, Mister Osborne." Alistair said.

"Likewise."

The two approached Osborne's desk.

"Alistair, give Mister Osborne your schematics."

The young man produced a series of papers from his bag. Osborne scrutinized them intently.

"These are the robots?"

"Yes."

"I thought they'd be…bigger."

"Building-sized robots are overkill, and a pain to use in urban areas like New York."

"Very well, Alistair. As of this moment, Project Spider-Slayer has OsCorp's full support."

Meanwhile, Mary Jane and Peter were back in the Danger Room, testing their newfound secondary powers with the aid of Cyclops and Storm.

"Cyclops, mind giving me a blast?" Mary Jane asked.

"Do you realize what you're asking for?"

"_Cyclops, Beast theorizes that Mary Jane's venom blasts can become stronger if she absorbs electromagnetic energy, i.e. one of your eye lasers._" Gwen announced over the intercom.

"It's an optical blast, not an eye laser!"

"_Same difference."_

Cyclops sighed as he raised his visor and fired a beam at Mary Jane. Her body absorbed the energy, and the still semi-unfamiliar yellow-green venom blast soon shot out of her hands and disintegrated a target.

"Your turn, Storm." Cyclops snarked.

"Power of lightning, strike again!"

A bolt of lightning hit Mary Jane. The ensuing venom blast disintegrated another target and also scorched the Danger Room's wall.

"_Okay, that might have been a little much_."


	26. The Spider-Slayers- Part 2

Chapter 26: The Spider-Slayers, Part 2

Some days later, Spider-Man and Scarlet Spider were back on their normal patrols when the police dispatch went off again.

"_All units, we have a 10-20 in progress at Rami's Wash-N-Go Laundromat. Suspects believed to be Electro and Morbius._"

"Let's get 'em!" Scarlet Spider yelled.

_Here we go again_. Spider-Man thought as they swooped toward the crime scene.

At Rami's Wash-N-Go, a very different scene was playing out.

"Fork over the goods, grandpa!" Electro demanded.

The laundromat's owner whimpered as he opened up the cash register. Once it was opened, Electro reached out and grabbed the money, taking care to put it in the bag she had brought.

"We thank you for your kind donation." Morbius deadpanned.

Suddenly, Spider-Man and Scarlet Spider crashed through the laundromat windows.

"You!" Morbius snarled.

"Yep, just your friendly neighborhood Spider-Man."

Before Morbius could do anything, Spider-Man webbed him up.

"One down-"

Just then, Electro fired a blast at Scarlet Spider, who promptly absorbed it.

"Should I, Tiger?"

"Go ahead."

Scarlet Spider grinned as she fired off a venom blast, knocking Electro down.

"Now that was just sad." Spider-Man wisecracked.

Electro raised herself up, only to watch as her electric blast conked out.

"Looks like someone needs new batteries, Tiger."

From his office, Norman Osborne viewed the UAV footage of the fight.

"Alistair, are the Spider-Slayers ready for deployment?"

"Yes, Mister Osborne."

"Excellent. We shall run our field test tonight near some of the old warehouses in Brooklyn."

Back at the Parker residence, Gwen Stacy and Ben Reilly watched as Aunt May produced a large piece of steak from the grill.

"Thanks, Missus Parker." Gwen stuttered.

"Think nothing of it, dear. Anything for a friend of Peter's."

Gwen stared across at Peter and Mary Jane.

"So what's on the agenda?" Mary Jane asked.

"We need a better headquarters. I'm not sure the X-Men quite approve of you three freeloading at the base, and I need a better place to set up my stuff."

"We've got a basement." Peter offered.

"Does it have enough room for a workshop?" Ben asked.

"Not really."

"Proves my point. We need someplace big, like an apartment or a warehouse."

"Any place you got in mind?"

That night, the quartet arrived at what seemed to be an abandoned warehouse.

"Gwen, you sure this is safe?"

"It's a SHIELD facility. It's only been abandoned for a few weeks."

Just then, Peter and Mary Jane felt a buzzing sensation in the back of their heads.

"Guys?"

"Peter, I'm confident on this one-"

"It's not the warehouse, Gwen."

"Then what is it?"

"We're not alone out here."

Out of the shadows emerged several spider-like robots, each about the size of a bulldog.

"The hell?" Gwen asked.

Just then, the robots rushed at Peter and Mary Jane.

"Run!" they yelled to their companions.

Once Gwen and Ben were to safety, Peter and Mary Jane threw on their costumes and began to take on the robots.

"Take 'em out, Tiger!" Mary Jane yelled.

Peter kicked one of them a good six feet, sending it into a brick wall and smashing it.

"Score!" he shouted.

Meanwhile, Mary Jane was being shot at by the robots' lasers.

"Want me to use the blast, Peter?"

"Not yet, MJ!"

With that, Spider-Man webbed up two of the robots and threw them into a brick wall. Just as he was celebrating his victory, one of the machines snuck up and shocked his leg. Almost immediately, he fell to his knees.

"Now?"

"Not yet!"

Suddenly, a greenish glow began to emanate from Mary Jane.

"Tiger-"

"Not now!"

"That's the thing! I can't-"

Before she could finish, Mary Jane fired off a colossal venom blast. The robots caught in its wake fell upon being hit, while Peter was overtaken by a migraine. When it was over, Mary Jane was slumped against the wall of the warehouse, moaning in intense discomfort.

Back at OsCorp, Norman Osborne and the Smythes were watching the footage with immense disappointment.

"Well, back to the drawing board." Alistair muttered.

"Fascinating. Those lasers must have overcharged Scarlet Spider's blast to the point of near-instant discharge." Spencer muttered.

"In that case, the Mark II units will be using ordinary guns."


	27. The Spider-Slayers- Part 3

Chapter 27: The Spider-Slayers, Part 3

TWO WEEKS AGO:

"Alright, you're finished with these tutorial sims. Time for the big leagues." Gwen announced.

Mary Jane flexed her muscles and grinned.

"Gambit, boot up the combat sim. Yes, the one with the virtual Doctor Doom."

Suddenly, the parking lot environment was replaced by a castle courtyard. In the middle of it was a man in a green hooded cape wearing a metallic suit of power armor. On his face was a similar mask.

"Fools! Prepare to face the glory of DOOM!"

The simulated supervillain ran at Peter and Mary Jane with a pistol.

"Let's rock." Mary Jane mouthed.

Peter leapt up onto a nearby wall and readied his webbing while Mary Jane ran towards the virtual Doom.

"Stay still, RICHARDS!"

"Sorry, but I'm a Watson."

Suddenly, more copies of Doom appeared.

"Gwen? What's going on?" Peter asked.

"Dammit! Thought I patched that spawn bug!"

One of the Dooms punched Mary Jane, knocking her down.

"Peter, I could use a hand here!"

Peter rushed down from the wall, knocking down several of the virtual Dooms in the process as he approached Mary Jane.

"Red, what do you want me to do?"

"Inject me…your venom…"

Peter's eyes went wide.

"Mary Jane, are you sure about this? I mean, you might not be immune to it-"

"Tiger, just do it."

Peter sighed as he readied his stingers.

"Hold me tight…" Mary Jane whispered.

Peter complied as he took Mary Jane in his arms and drove one of his stingers into her upper chest. As the venom flowed into her, mental images began to transfer between the two as a link formed.

_Tiger, you can stop now._

Peter withdrew his stinger and watched as Mary Jane bolted upright and ran headlong into the throng of virtual Doctor Dooms, utterly thrashing them in the process.

"Uh…" was the only word out of Gwen's mouth.


	28. The Spider-Slayers- Part 4

Chapter 28: The Spider-Slayers, Part 4

Peter scrambled to his feet and rushed over to Mary Jane, who was still slumped against the wall.

"MJ, how bad is it?"

"I'll live. Don't think anything's actually damaged, but it hurts like hell."

Gwen rushed over to Mary Jane's side.

"What the hell happened?" she asked.

"I believe the technical terms is 'swarm of robots'." Ben Reilly snarked.

Gwen gave him a death glare.

"What were those robots?" Mary Jane asked.

"Don't know, don't care. All I need to know is that they're out for the count." came Ben's response.

"Pete, I need you to get the most intact robot you can-" Gwen ordered before realizing that she wasn't addressing anyone.

Just then, Peter walked up with one of the robots.

"Efficiency much?"

"So what do we do now?" Mary Jane asked.

"Get some shut-eye. I'll check this thing out in the morning." Gwen muttered.


	29. The Spider-Slayers- Part 5

Chapter 29: The Spider-Slayers, Part 5

Back at the Parker residence, Peter tumbled and tossed in his bed. Phantasmal rogues haunted his sleep, encouraged by his experience with the robot swarm earlier.

_LEAVE ME ALONE!_

Suddenly, Mary Jane entered the room.

"If you're going to ask if everything's okay, then you probably know the answer." Peter muttered.

Mary Jane sat down next to him.

"It's okay, Tiger."

"Okay? You call the past few months _okay_? You call being manhandled by a Sentinel okay? You call your aunt's death OKAY?!"

Mary Jane leaned in and smooched him.

"Peter, I know what's going on in your head. And if you don't mind me saying…it's kind of a hot mess in there."

"Any ideas, Red?"

"How about I comfort you tonight?"

Before Peter could say anything, he was sent tumbling back onto the bed. Mary Jane turned out the light, and that was that.


	30. The Spider-Slayers- Part 6

Chapter 30: The Spider-Slayers, Part 6

"Peter, open the door." a young woman demanded.

Peter rushed out of his bed to reply. Standing outside was a sleep-deprived Gwen Stacy.

"Rough night for you too, huh?"

"Between taking that robot apart and having to hear Mary Jane scream and shout, then yes."

Mary Jane rose from the bed clad in little more than some webbing serving as her unmentionables.

"Put some clothes on! And once you do that, the two of you join me and Ben in the basement!" came Gwen's response.

A few minutes later, the two were in the basement, with Mary Jane wearing the clothes from the night before.

"So, what's the deal with this thing?" Mary Jane asked.

Gwen cleared her throat.

"It's a drone, similar to prototypes developed by A.I.M for landmine disposal in central Asia. The difference is that this one's been outfitted with a variety of weapons, namely repeating lasers and a close-range electric stunner."

"But why does it look like a bug?"

"Six legs make for a stable center of gravity. Also, each foot's fitted with some kind of gripping substance so that it can climb walls. It's as if whoever designed it wanted something that could follow you."

Peter gulped.


	31. The Spider-Slayers- Part 7

Chapter 31: The Spider-Slayers, Part 7

At OsCorp, Alistair Smythe was making the final adjustments to his Mark II Spider-Slayers when Norman Osborne walked in.

"These had better work, Alistair. Otherwise, I can't guarantee your safety."

"They'll work. No chinks in the armor here."

"You had better be right, or there'll be hell to pay."

Alistair grumbled as he finished loading the robots' machine guns.

"No more Spider-Man…"

Meanwhile, Peter and company were setting up their new lair in the warehouse and hoping that no more robots showed up.

"So, Gwen, did you get the number on those bots?" Ben Reilly asked.

"Yeah, I did. Smythe Robotics."

Ben's eyes went wide.

"I know that name."

"Oh, enlighten us, sensei, as to what it means." Mary Jane snarked.

"It's OsCorp's robotics division."

Back at OsCorp, Osborne and Alistair Smythe were waiting for a special guest.

"When's she coming?" Alistair asked.

"Soon, my apprentice. Soon."

Just then, the doors opened and Black Cat walked in.

"Mister Osborne, I'm ready for my rematch with those pesky spiders."

"Take a bloody number." Alistair muttered.

"Excellent, Miss Hardy. I can assure you that you will not be alone."

Alistair cleared his throat and gestured to the dog-sized, six-legged robot at his side.

"What the hell?" Black Cat muttered.

"I call it a Spider-Slayer."

"I'll take it. Anything to rub that Scarlet Spider out so I can have Spider-Man all to myself."


	32. The Spider-Slayers- Part 8

Chapter 32: The Spider-Slayers, Part 8

Some hours later, Black Cat found herself perched on a rooftop waiting for Spider-Man.

"C'mon, Spidey. My nethers don't run on batteries." she muttered to no one in particular.

Just then, she saw a brick lying next to the Spider-Slayer Alistair had given her.

"Well, if Muhammad won't come to the mountain, then the mountain will have to come to Muhammad." she snarked.

Within moments, the brick went flying off the rooftop and smashed through a police car window.

_"All units, criminal mayhem in progress at Ennis's Delicatessen._"

Within minutes, Spider-Man was there at the scene, alone.

"Hello? Anyone there?"

"Nobody here but little old me."

And with that, Black Cat sauntered up to Spider-Man.

"You again?"

"Uh huh. Just you and me, alone on a rooftop."

"I think we've been down this road before, and my answer is still 'not as long as I live'."

Just then, the Spider-Slayer snuck up behind him and knocked him out.

"Sucker." came Black Cat's response.

Back at the warehouse, Mary Jane clasped her head.

"What's going on?" Ben asked.

"Peter's in trouble."

"How do you know that-"

"Some kind of telepathic link. Don't ask."

Elsewhere, Peter was coming to in someone's apartment.

"Well, look who decided to wake up." came a familiar voice.

Peter looked up and saw the Black Cat standing next to a large bed.

"What's going on here?" he asked.

"Nothing much- yet."

She reached out and grabbed Peter's mask.

"LET GO!"

"I like to see my lover's face."

Despite his best efforts, Peter was unable to prevent Black Cat from yanking off his mask.

"Guess we're going to have a lot of time to learn each other's name." Black Cat purred.

Just then, the sound of smashing glass was heard.

"Now who could-"

Before she could finish, Black Cat found herself pinned to the wall and staring Scarlet Spider in the eyes.

"Get away from him."

"Make me."

Peter scrambled to his feet and grabbed his mask.

"It's on, Black Cat. Now you're going to get it." he muttered.

Just then, Spider-Slayers poured in to the apartment.

"Insurance policy." Black Cat snarked.

"Let's see if I can short 'em out. With all those lasers-" Mary Jane began.

A buzzing sensation in the back of her head warned her to dodge something. She did so and watched as a bullet flew by.

"Energy weapons to slugthrowers? Isn't that a step down?" Mary Jane asked.

"No. It's proof that whoever built these things is pretty clever!" Peter answered.

"Still want me to short 'em out with the blast?"

"Do it!"

Mary Jane charged up her venom blast.

"Tiger, think you can give me a boost?"

Peter readied his stingers and rammed them into her shoulders. Almost immediately, Mary Jane discharged the blast.

"Ta." Peter snarked as he left.

Back at OsCorp, Norman Osborne watched in frustration as the UAV footage played out.

"Maybe I'm putting too much faith in my own assets. Maybe some kind of team of supervillains could succeed…"


	33. The Sinister Six- Part 1

Chapter 33: The Sinister Six, Part 1

"_All units, 10-20 in progress at Ditko Bank. Suspect is wearing some kind of yellow, black, and red outfit covered in fishnet._"

At the bank, the robber was standing before one of the tellers.

"Fork over the goods, buddy."

"Yes…sir…"

Just then, Spider-Man and Scarlet Spider crashed through the window.

"What are you? Electro's uglier cousin?"

"No. They call me the Shocker, webhead, and I'm gonna show ya why."

"Electro called; she wants her gimmick back." Scarlet Spider quipped.

Shocker raised his hands, and his opponents soon began to stagger around.

"What's going on?"

"I don't do electricity, no siree bub. My speciality is vibrations, like the good ol' ultrasonic ones that are currently messin' with yer sense of balance."

_Don't get any ideas about this guy's gimmick, Peter._ Mary Jane thought.

"Now that the two of ya are outta the way, I'll be robbin' this here bank."

Scarlet Spider readied her aim and shot webbing at the Shocker's hands. Almost instantly, the vibrations stopped.

"Da hell? These vibratin' gauntlets were guaranteed to not break down!"

"Guess you got ripped off, Shocker." came Spider-Man's response.

Just then, the police arrived.

"Hope you like prison food, Shocker." Scarlet Spider snarked as Shocker was loaded into the paddy wagon.

"I'll be back to get the both of ya!"

At OsCorp, Norman Osborne was watching the news footage of the Shocker.

"Yes, he'll do perfectly for my plans. All I need are five more individuals. No, three since I have Electro and Scorpion."

Just then, his office's doors opened, and in walked Black Cat.

"Mister Osborne, what's your plan?"

"Six individuals as a single team, all with some kind of axe to grind with Spider-Man and cohorts."

"Count me in. I'm ready for another rematch with that Scarlet Spider."

"No, Miss Hardy. You would be a…destabilizing influence on those sinister six."

"Come on, Norman. Give me a spot."

"Fine. I'll just have to cut out Bullseye from the operation for now. Probably for the best due to his incarceration on the Raft."


	34. The Sinister Six- Part 2

Chapter 34: The Sinister Six, Part 2

"_Good morning, New York, and welcome to the Early Bird. I'm Nicholas Finch, and here are today's top stories._"

"Boring." came Gwen Stacy's reply as she sat idly on the couch she had brought into the old warehouse.

"_Has Spider-Man gone wrong?_"

Gwen perked up as the news cut to Betty Brant at Kirby Savings and Loans.

_"As you can see behind me, the vault door has been torn from its hinges. But the sign of the times here is the webbing all over the floor._"

Gwen picked up her cell phone immediately.

"What's the big idea, Gwen? It's six in the morning, I'm still recuperating from that last run-in with the Black Cat, and I'm applying for a photography job with the Daily Bugle today!"

"_Let me put it this way, Peter. When was the last time you were at Kirby Savings and Loans?_"

"Last time I fought Doc Ock."

"_Then explain to me how you apparently robbed them last night._"

"Tiger, get back in bed. I'm still revved and ready to go." Mary Jane muttered.

"Gwen, I've got an interview in two hours! I can't go check out the crime scene!"

"_Fine by me. Just don't expect me to help when the police are chasing you down_."

And with that, Gwen hung up.

"Red, do you think you could do something for me?"

Some time later, Mary Jane was at Kirby Savings and Loans, accompanied by Ben Reilly and Gwen.

"Mary Jane, can you account for Peter's whereabouts last night?"

"Yeah."

"I get the point, and I don't want to hear about it."

She paused for a moment.

"Nice trick with the webbing though. The cocoon was pretty inspired."

"Have you been-"

"I get bored easily, and I've got access to a police drone or three. You do the math."

"Perv."

"Hey, can we get on with this?" came Ben's response.

Mary Jane stared daggers at Gwen, sincerely hoping that the blond hacker did not use that footage for her own reasons. As she walked closer to the crime scene, a woman with auburn hair blocked her way.

"Lieutenant Jean DeWolff, NYPD."

"Mary Jane Watson. I need to-"

"Sorry, not open to the general public."

Just then, Gwen walked up.

"You too, missy."

Gwen stared daggers at Jean DeWolff.

"Lieutenant, I need some of that webbing."

"Says who?"

"Says my father, Captain George Stacy."

DeWolff's eyes went wide.

"Fine. Take some. CSI team's already got all they need."

Suddenly, a large cloud of smoke materialized. When it cleared, a figure in some sort of green jumpsuit and purple cape with a fishbowl over its head was standing there.

"Who the hell are you?"

"I am Mysterio, mistress of illusions. I have come to expose Spider-Man for the fraud he is."

Suddenly, the building's roof collapsed around Mysterio. When the dust apparently cleared, she was still standing there unfazed.

"And yes, I am available for your child's next birthday party."

And with that, Mysterio vanished into a cloud of smoke again.

_Something's fishy here_. Mary Jane thought.

Some time later at the warehouse, Ben was running tests on the webbing from the crime scene.

"Any luck?" Mary Jane asked.

"Yes. It's bogus."

"How do you know that?" came Gwen's reply.

"It isn't actual spider silk."

Gwen yawned.

"So do we have enough evidence to exonerate Peter?" Mary Jane asked.

"We would have if the bank's roof didn't fall down on us." Gwen answered.

Mary Jane looked up.

"We've been had."

"Why do you say that?" Ben asked.

"My spider-sense didn't go off. And isn't it funny how it only fell _around_ Mysterio instead of _on_ her?"

All three looked at each other.

"You think-"

"Yep. It's Mysterio."

"Can we prove that?"

Mary Jane turned to Ben.

"Search the bank again."

"Who died and made you boss?" Gwen snapped.

"Guys, this is no time to argue about who's the boss. We need to search the bank for anything that can catch Mysterio red-handed." Mary Jane retorted

Gwen sighed.

"Fine."

Some time later, Ben was examining the crime scene. As he attempted to climb over a piece of rubble, his foot fell through it. Curious, he knelt down and tried to touch the rubble. Same result.

_It's all smoke and mirrors!_

He tapped his earpiece.

"Guys, we've been fleeced. Mysterio seems to be the guilty party."

"_I knew it!_" Mary Jane yelled over the earpiece.

"Gwen, any sightings of our poorly dressed friend?"

"_Traffic drone sighted her heading to an old movie studio._"

"Then that's where I'm headed."

"_Same here._" Mary Jane piped up.

A short time later, the two arrived at the lot and watched as a car pulled up to one of the derelict soundstages.

"C'mon, let's get her!" Mary Jane whispered.

"Not until I'm certain that she doesn't have any backup."

Mary Jane rushed in anyways.

"Hothead." Ben muttered as he followed her.

Mary Jane zipped down to the lot itself with her webbing before breaking into the soundstage. Once inside, she was taken aback by its apparent emptiness.

"Damn! False alar-"

Suddenly, the lights turned on, and Mysterio was standing before her.

"Alright, crystal ball. We can do this the easy way, or the hard-"

Just then, Ben Reilly slammed through the roof.

"Two against one, Mysterio. Give it up while you still have the chance."

Mysterio stared at her attackers before grabbing what seemed to be some sort of staff.

"Attack!"

Suddenly, hundreds of Mysterios appeared, surrounding Mary Jane and Ben from all sides.

"How do you want to do this- one-on-one or tag-team?" Mary Jane asked.

"Tag-team." came Ben's reply.

Mary Jane threw a punch at one of the copies, her fist shattering the glass. In that moment, she got a good look at the thing's interior.

"They're androids!"

"No. They're robots." Ben corrected.

"Same difference."

"There's actually a pretty big difference between the two. A robot is a machine that performs specific tasks either by pre-programming or by remote control. An android, however, is an entity that is physically similar to a robot but possesses free will-"

"You sound just like Peter!"

"Can we just get back to fighting these things?"

"Shouldn't we be focusing on Mysterio?"

"These things are the splitting image of her!"

Mysterio cleared her throat.

"What do you want?"

"Guess which one of these five is the real me?"

Mary Jane turned around and saw five identical figures.

_Can't tell them apart with my eyes. But there's one foolproof method: spider-sense._

She closed her eyes and lunged at the center Mysterio.

"GET OFF OF ME!" Mysterio cried out after she was taken down.

"Once I get this fishbowl off your head."

Mary Jane yanked the hemisphere off of Mysterio and was surprised at what she saw. Before her was a young woman with black hair and gray-blue eyes, with a scowl across her face.

"I coulda been a contender!" Mysterio shrieked.

Mary Jane fired some webbing at her mouth before walking away.

"Gwen, notify Lieutenant DeWolff that we've got Mysterio ready for lockup."

"_Got it_."

While this was going on, nobody noticed the UAV floating above the soundstage floor. At OsCorp, Norman Osborne was watching with great interest.

"Miss Hardy?"

"Yes, boss?"

"I have a new task for you."

"Tell me the reward and I'll do it."

"Enhanced physical strength, speed, and agility, plus the ability to manipulate probability itself to your advantage. A sort of run of bad luck for your opponents, including Spider-Man and the Scarlet Spider."

"What sort of task are we talking about?"

Back at the warehouse, Mary Jane and Ben were unwinding in the wake of their dust-up with Mysterio.

"So who was that chick?"

Gwen turned around with a tablet in hand.

"Francis Klum. Used to be a VFX techie out in L.A, at least until she got arrested. She's also an expert in the fields of virtual/augmented reality and optics."

"But how did she pull off that smoke-out trick? Or the opaque dome over her head?" Ben asked.

"Smoke pellets and one-way safety glass respectively." came Gwen's reply.

Just then, Peter walked in.

"Sorry to be so late. The interview went longer than expected-"

The other three looked at him.

"What?"

"Peter, you got up at 6:00. It's now quarter to noon. _How can an interview last more than six hours_?" Mary Jane asked.

"It's a long story."

That night, Francis Klum sat miserably in her jail cell.

"Curse you, Spider-Man! If not for your friends, I could have gotten away with my plans!"

Just then, a mysterious figure walked in and approached her cell.

"Francis Klum, I presume? Or should I say Mysterio?"

"Who are you and what do you want?"

"You may address me as the Black Cat, and I'm here to offer you something."

"What?"

"My employer is looking for unique individuals with a grudge against Spider-Man and company. He was…impressed by your skills with illusions."

"What do I get out of it?"

"Revenge, mostly."

Francis's eyes went wide.

"You got yourself a deal."

"Thank you."

Black Cat picked the lock on the cell door.

"Now, let's talk payback."


	35. The Sinister Six- Part 3

Chapter 35: The Sinister Six, Part 3

_Excellent. My plans are working to perfection. Six individuals, each with a grudge against Spider-Man and his cohorts. I have four of them already. Their names are Jackson Price, Maxine Dillon, Francis Klum, and Felicia Hardy. Yes, I know I said wasn't going to include her in the lineup, but I changed my mind! Anyways, all I need now are two more. Who should I recruit now?_

"Mister Osborne, there's someone here to see you." Black Cat announced.

"Let them in." Norman Osborne replied.

The doors opened, and an old man with a beak-like nose walked into Norman Osborne's office. Nearby was a young woman in her mid-teens.

"Adrian Toomes." Osborne muttered.

"That's right, ya no-good shyster! I'm back again!"

"You do realize that I've given back everything you demanded-"

"Irrelevant, Mister Osborne! I've come to speak with none other than Spencer Smythe himself!"

"Mister Smythe's office is a floor below. And why would he let you in?"

"Because he's been rippin' me off for twenty years, that's why! Stole my blueprints and schematics, then used 'em to build his own stuff! If I had a nickel for every one of my machines he copied-"

"Mister Toomes, if this is about royalty payments, I can give you much more than a nickel-"

"This isn't about your damned royalties, Norman! It's about principle! If you don't get Spencer Smythe up here soon, I'm-"

"What are you going to do? Put on some kind of winged power armor and try and steal your stuff back?"

"No. I'm gonna sue the both of ya for every penny you got!"

"Be reasonable, Mister Toomes!"

"I'm a senior! I don't have to be reasonable anymore!"

"Grandfather, let's go home-" the young woman began.

"I'm not done here yet, Ashley!"

"Grandfather, you know what the doctor said. All this yelling can't be good for your blood pressure."

"Damn you, Norman Osborne! You can't get rid of me that easily!" Adrian yelled as his granddaughter dragged him out of the office.

"I'm not even doing anything!"

The doors slammed shut, and Black Cat turned to her boss.

"Just go, Miss Hardy. Please. Test out your newfound powers."

Black Cat groaned as she left the office for the nearby training facility.

_Time to see what I can do_. she thought as she entered.

Upon the training floor, she grinned as she hoisted a 22-ton weight into the air and set it down with ease. Afterwards, she proceeded to scale the facility's colossal wall and then leap down without managing to hurt herself.

_Guess all I need to test these probability powers is a slot machine._

Meanwhile, at the Toomes residence, the geriatric Adrian slept peacefully, dreaming of the lawsuit against OsCorp. But the younger Toomes was restless. OsCorp would pay for what they did to her grandfather.

In the Toomes' garage, Ashley noticed a storefront mannequin covered with an old tarp. She yanked it off and saw what was mounted upon it: the upper part of a winged suit of power armor, its inner workings given the scantiest of coverings. Also lying nearby was an old leather aviator's suit, a ski mask and goggles, and some combat boots.

"Smythe, I'm going to get you and the rest of your corporate vulture friends." she muttered.

Something clicked in her mind.

"Yeah, that's a good name. Call me the Vulture…"

That night, near the old warehouse, a woman's footsteps echoed across the rooftops as the Black Cat approached. It had taken her a while to track down this place, but she had finally found it. And all thanks to a homing device on Iron Spider's suit.

Deftly picking the lock to the side door, she entered the warehouse and made a beeline for the computers. From there, she readied up her PDA and began hacking through the files, looking for anything interesting. Just then, she found the drone footage of Peter and Mary Jane's latest intimate encounter.

"One step closer to finding out who the wallcrawler really is." she muttered as she left.

Meanwhile, at the OsCorp building, Spencer Smythe was packing up for the night when something landed outside the window.

"Must be my imagination." he muttered when he looked out the window and saw nothing.

Suddenly, the window was smashed and Smythe found himself pinned against the wall.

"Who are you?"

"Not important, Spencer Smythe." the figure announced.

"How did you know my name?"

"How could I not know it?"

"What do you want?"

"To bring corporate vultures like you down a peg or three."

In the flickering light, Smythe finally saw his assailant. A young woman clad in a leather aviator's suit as well as a ski mask, a helmet, and goggles was holding him to the wall.

"What are you?" Smythe asked in fear.

"Call me the Vulture." the figure whispered, sending chills down Smythe's spine.

Suddenly, the sound of police sirens emanated from the streets.

"Oh-"

Just then, Spider-Man swung in.

"Whoever you are, put the man down!" he ordered.

"The name is Vulture, webhead!"

"I had you pegged as a buzzard, FYI."

Vulture charged at Spidey, who promptly side-stepped the attack and watched as she went out the window. Before he could get one wisecrack out, Vulture flew back up, showing off her mechanical wings and harness.

"Now that's just cheating!"

Spider-Man fired a line of webbing at Vulture and was promptly yanked off the floor as she flew off.

"No freeloaders!" Vulture exclaimed once she noticed Spidey dangling off her harness.

"Does it look like I have any choice?" came the reply.

"GET! OFF! OF! ME!"

With that, Vulture dove downwards, hoping to shake the interloper off. Unfortunately for her, she crashed onto a rooftop in the process.

"Now come along peacefully-"

"Does the phrase 'go suck on a lemon' mean anything to you?" Vulture retorted.

No response.

"C'mon! Open that big trap of yours!"

Spider-Man webbed her to the rooftop and grinned as a police helicopter approached.

"This isn't over yet!" Vulture cried out as she was taken into custody.

SOME HOURS LATER:

"I'll get you, Spider-Man!" Ashley Toomes screamed as she rattled the bars of her jail cell.

"And you will, kid." a woman piped up.

"Who's there?"

"Just call me the Black Cat."

And with that, Black Cat sauntered up to the cell and picked the lock.

"What's going on?"

"My employer is looking for unique individuals with a grudge against Spider-Man and company. Let's just say he liked the whole mechanical wings thing of yours."

"What's in it for me?"

"Revenge, mostly. Perhaps a chance to get Spencer Smythe to pony up Adrian Toome's inventions?"

Vulture grinned.

"Deal."

"Welcome to the team." was Black Cat's response.


	36. The Sinister Six- Part 4

Chapter 36: The Sinister Six, Part 4

At her apartment, Felicia Hardy was watching the stolen drone footage with great pleasure. She grinned as she saw the young man's nubile form and his female companion's enthusiasm at the encounter.

"_Peter Parker, you sure know how to show a lady a good time!_" the recorded Mary Jane exclaimed.

_So that's who my little Spider-Man is. _thought Black Cat as she put away the footage.

Meanwhile, at a construction site in Queens, trouble was brewing.

"Hey, you! Flint! Get over here!"

Cassandra "Flint" Baker sighed as she approached the foreman.

"What's the deal?" she asked.

"I want ya to help out with dat load of sand comin' in before quittin' time."

"Sand? Seriously?"

"It's good sand, mind you. Straight from some sort of project in Georgia."

"Boss, if that's the case, I'd hate to know what the project was."

As she walked away, her cell phone went off.

"Cass Baker here."

"_Cassandra, it's me, William._"

"How's everything goin' at Columbia, bro?"

"_It's fine._"

"I'd like to chat some more, but I've got a job to do, Will. Get back to ya soon. Bye."

And with that, Cassandra hung up and approached the incoming truck. One of her coworkers was waving a Geiger counter over the shipment.

"So, what's with the gadget, Frank?" she asked.

"This stuff's radioactive, that's what. Whoever decided to bring this stuff in is stupid as hell."

As Cassandra leaned over to get a good look at the material, she fell off the platform and into the sand itself.

"Cass! I'll fish ya out!" Frank exclaimed, leaning out to grab her.

But before he could do anything, Cassandra sank into the sand.

"Cass! NO!"

Not ten minutes later, sand shot out of the truck and went soaring into the air.

"The hell?" one worker exclaimed as the airborne sand settled.

"Who cares, Edwin? It's quittin' time, man!"

And with that, the site was abandoned. A few hours later, something began to happen. Across the site, the grains of sand began to gather. Once they were all centralized, they began to form into Cassandra Baker.

"The hell?" she muttered.

Just then, something clicked.

"Right…radioactive sand."

Thoughts raced through her head. Her falling into the sand. Frank being the only one who tried to help her. Everyone else leaving the site without paying any attention to her. She considered tracking them down and killing them, but purged the thought from her head. Just then, she got an idea.

"New York, look out. Flint Baker's back in town!"

The next morning, at the warehouse, Gwen Stacy and Ben Reilly were finishing up some adjustments to Gwen's computer security system.

"Can't believe someone just walked in here and hacked my machine." Gwen muttered.

"How'd they find this place?" Ben asked in response.

Before Gwen could get a response out, Ben turned on the morning news.

"_Good morning, New York. I'm Nicholas Finch, and here's today's top story. Another string of bank robberies has broken out across the city-_"

The TV went off immediately, and Gwen dashed off. Meanwhile, at the Parker residence, Peter was rudely awakened by his cell phone going off.

"Gwen Stacy, I presume?" he muttered.

"_Peter, there's something big going on._"

"More bank robberies?"

"_Look, I need you and Mary Jane to meet me at Ditko Bank._"

"Can't make it. I've got to get to work at the _Bugle_."

"_Just get me through to Mary Jane_."

As if on cue, Mary Jane rose from the bed.

"I'm listening." she groggily mumbled.

Some time later, Mary Jane, Gwen, and Ben were all standing near Ditko Bank.

"Anything interesting at your end, Gwen?" Mary Jane asked.

"Not really, no. Unless you count someone breaking into the warehouse and hacking my computer."

Before Mary Jane could get out a response, Jean DeWolff approached them.

"Lieutenant DeWolff, I need-"

"It's _Captain_ DeWolff now, Miss Stacy. Getting two supervillains in jail tends to go a long way."

"Fine, _Captain_. I need to see the crime scene."

Captain DeWolff paused.

"Sorry, but there's nothing there."

Gwen's eyes went wide.

"Nothing at all?"

"Well, almost nothing. Just some sand on the floor."

"I need a sample."

Captain DeWolff handed her a glass jar.

"Take it. The CSI boys already got their sample."

Later, back at the warehouse, Ben looked over the analysis results.

"It's definitely sand, but there's some kind of weird impurities in here."

"Define weird." Mary Jane replied.

"Keratin and other proteins, deoxyribonucleic acid, and traces of human tissue."

Gwen and Mary Jane were stunned.

"It's like this stuff's alive." Ben muttered.

"It's sand. How can it be alive?" Gwen retorted.

Suddenly, the sample began to leap around in the jar.

"What the hell?" Gwen asked.

"It's as if something's trying to draw it in." Ben answered.

Meanwhile, Mary Jane was getting into her Scarlet Spider outfit. Just as she was finishing, the jar fell to the floor and shattered. To everyone's surprise, the sand went zooming out the door and made a beeline to a young and auburn-haired woman. Even more surprising was that the young woman seemed to absorb the sand once it made contact with her.

"I'll follow her." Mary Jane muttered.

And with that, Mary Jane began trailing the mysterious woman. After some time, the woman arrived at Kirby Savings and Loans and went around the back. Once she was certain nobody was watching, the woman began to turn into a mass of sand and entered the bank through a ventilation shaft.

"Now that explains a lot." Mary Jane muttered upon witnessing the event.

Minutes later, the woman walked out the back door of the bank.

"Freeze right there!" Mary Jane ordered.

The woman stared daggers at her opponent.

"Well, well, well. The Scarlet Spider isn't with Spider-Man for once."

Mary Jane launched webbing at the woman, who then turned back into a pile of sand before reforming.

"What the hell are you?"

"You can call me Sandwoman."

Mary Jane punched her foe in the cheek, only for her fist to just disturb the sand with no effect.

"Is that all you've got?"

Mary Jane smirked as she readied her venom blast.

"No."

Before Sandwoman could say anything, the venom blast disintegrated her.

"That was-"

Suddenly, the scattered sand began to reform back into Sandwoman.

"You really think that's going to stop me?"

Mary Jane jumped up onto a wall and began to scale it, only for Sandwoman to follow her up to the roof. The two locked eyes and began to brawl.

"You're a scrappy one, I'll give you that!" Sandwoman yelled.

Mary Jane head-butted her and threw her to the ground. This had no apparent effect on Sandwoman, who came right back up and turned her right hand into a mace.

"Nighty night, Scarlet." she quipped.

Before Mary Jane could be hit, Spider-Man swooped down onto the roof.

"About time you showed up!"

"Would you believe my job with the _Bugle_ dictated I show up here?"

"Yes?"

"Good."

Sandwoman turned her other hand into a hammer.

"Looks like I'll get the both of you."

"How about not?"

And with that, Spider-Man sent his opponent off the roof and onto the street below.

"Uh, Tiger. I don't think that'll do anything to her."

Just then, Sandwoman reformed.

"Told you so."

Peter tapped his earpiece.

"We need backup, Gwen."

"_What sort of backup_?"

"Something that blows away sand."

"_I don't have anything. Try breaking a fire hydrant or something_."

And with that, Gwen hung up. Mary Jane turned to Peter.

"Got any ideas, Tiger?" she asked.

He nodded and leapt off the roof with Sandwoman in hot pursuit.

"Don't you think you're taking the phrase 'beach babe' a bit too literally?" Spider-Man snarked.

"You little-"

Once Sandwoman was in the right spot, Peter ripped the nearest fire hydrant out of the ground and watched as the water doused its target. Once the torrent stopped, Mary Jane webbed up Sandwoman as the police arrived.

"Success!" the two exclaimed.

Meanwhile, at OsCorp, Norman Osborne was viewing the UAV footage.

"My sinister six is complete."

He pressed a button.

"Miss Hardy, I have one more jailbreak for you…"

That night, at the jail, Cassandra Baker fumed in her cell.

"I'll get you, Spider-Man!"

"And you will."

Cassandra turned and saw a woman walk up to her cell.

"Who are you?"

"Call me the Black Cat. I have an offer for you."

"What is it?"

"My boss is looking for six unique individuals with a grudge against Spider-Man. He's already recruited five."

"Why me?"

"He was suitably impressed by your shapeshifting abilities."

"What do I get if I sign up?"

"Revenge, mostly."

Cassandra's eyes went wide.

"Deal."

And with that, Black Cat sprung the lock and Sandwoman left her cell.


	37. The Sinister Six- Part 5

Chapter 37: The Sinister Six, Part 5

"So when do we get revenge on the wallcrawler?"

"Soon enough, Shocker. Soon enough." came Black Cat's reply.

"C'mon, boss! I'm itchin' for a fight!" Sandwoman yelled.

"That's not the only thing you're itching." Mysterio mumbled.

Just then, Norman Osborne entered.

"Miss Hardy, I must congratulate you for getting these five into shape."

"Flattery will get you nowhere."

"So I'm told. Now, all of you have one job: bring me Spider-Man and his friends alive. And if possible…unmask them."

All nodded.

"Now go, my sinister six!"

Meanwhile, at the warehouse, Gwen was idling around on her computer when Ben Reilly showed up.

"You need anything, Gwen?"

"No!" she snapped, a bit too quickly.

Ben raised an eyebrow.

"Fine, I'll admit it. I'm not too big on people, alright?"

Ben rolled his eyes and sighed. Meanwhile, Peter and Mary Jane were out on patrol.

"Anything interesting, Tiger?"

"Nothing yet."

Just then, Peter began swinging erratically.

"Peter? Are you okay?"

"Need to land…" he muttered.

And with that, Peter fell from the sky and onto a rooftop.

"What's…going…on?"

A familiar chuckle filled the air, and Peter looked up to see a man in yellow, red, and black standing nearby.

"Shocker?"

"The one 'n only, bud!"

Peter raised his wrists and fired off some webbing…only for it to disintegrate in midair.

"Boss fixed dat little flaw."

"Who's the boss?"

"That would be me." another familiar voice announced.

Out of the shadows emerged the Black Cat.

"You…"

"Yep. Shocker, give us some privacy."

"Yes ma'am."

Once Shocker was gone, Black Cat licked her lips as she eyed Spider-Man.

"Just you and me…Peter Parker."

"How'd you know my name?"

"A little drone told me."

"So you're the one-"

"You're quick. I like that."

Peter leapt up to his feet and readied his webbing. Black Cat was faster and knocked him down, pinning him to the rooftop.

"Get…off…"

"Make me."

Peter tried to buck her off, but she held tight and kept him pinned down.

"How-"

"Trade secret."

And with, Peter passed out.


	38. The Sinister Six- Part 6

Chapter 38: The Sinister Six, Part 6

"What a hunk he is!"

"So sculpted…so chiseled…so-"

"Well endowed."

"Sandwoman, I don't want to hear what you think of him!"

"I've got my rights, Electro!"

"How about we draw straws?"

"Dumb idea, Vulture!"

"You try something better, Mysterio!"

"Gals, shouldn't we put some pants on him?"

"Shocker, I'm aghast. Such a piece of work should not be concealed from the world."

Peter awakened to find himself dangling upside down.

"Ooh…"

His eyes darted around the room. The Sinister Six were ogling him with the exception of Shocker, who was reading a book.

"What's going on?"

He ran his hands over his upper body. Instead of the familiar spandex, he was greeted by the sensation of bare skin.

"Now that's weird…"

He looked towards his legs, only to realize that he had been completely stripped of his costume.

"WHAT THE HELL DID YOU DO TO ME?"

"The girls and I wanted to see what you were like under that suit." came Black Cat's answer.

"Uh, Shocker?"

"Whadda want?"

"Some underpants, maybe?"

"Sorry, but I don't have any. 'less ya like boxers."

"Shocker, please leave. I want some time with my new prize."

"I gets no respect…" Shocker mumbled as he left.

Electro and Black Cat eyed Peter lustfully.

"I've got a girlfriend already!"

"How about I introduce you to the benefits of having a woman on each side?" Black Cat purred.

"Oh no you don't!"

And with that, Peter broke out of his bonds and landed on the floor. Within moments, the other four women of the Sinister Six descended upon the buff webhead.

"This is not what I think of at night!" he shouted.

Just then, something clicked in his brain.

"If you want me so badly, why don't you settle out for yourselves?" he quipped.

That did it. All five of his female captors turned on each other, providing ample distraction for Peter to escape out the back. As he ran down the halls of the building, he sincerely hoped that it was abandoned apart from him and the Six.

_That was a close one_…

Just then, an electric blast came in his direction.

_How'd they-_

"He's mine!" Black Cat exclaimed as she pounced upon her prize.

Before he could react, Peter was once again pinned down, staring a lustful Black Cat in the eyes.

"Shouldn't we…you know…get to know each other first?"

"Not my style. All of you, go!"

The other present members left as Black Cat approached Peter.

_MJ, hurry it up!_

"Let's rock, Peter."

"You don't have the right to call me that!"

Black Cat sauntered over and smooched him across the lips.

"The cat goes in…"

She began to unzip her outfit.

"The cat goes out…"

She shed her outfit, leaving her solely in her underclothes.

"Come on, Peter. Would you kindly give me a hand here?"

Suddenly, two individuals crashed through the window. Black Cat looked up and saw Iron Spider and Scarlet Spider looming over her.

"Get your filthy paws off my boyfriend!" Scarlet Spider yelled.

"Make me."

Mary Jane grinned as she sent Black Cat flying off Peter and into a wall.

"Thanks." Peter whimpered.

"Any time, Tiger."

"Hate to break up this moment, but Peter, you really need to put some clothes on." Ben piped in.

"Once I find them."

The rest of the Sinister Six (sans Shocker) descended upon the trio.

"Party time." Ben snarked.

"Let's do this." Mary Jane added.

"Can I just get my clothes?" Peter finished.

"No, because I like you in the buff." Mary Jane retorted.

And with that, the brawl began. Mysterio, Vulture, and Sandwoman charged at the three along with a recovered Black Cat.

"Two pieces of beefcake for little old me?" she commented upon seeing Ben Reilly.

"No!"

"Spoilsport."

Black Cat whistled, and then Electro shocked Ben unconscious. Before Peter and Mary Jane could do anything, they were overpowered by the others.

"Now this just got a whole lot better."

When the trio came to, they found themselves dangling upside down.

"Uh…" Mary Jane began.

"Let me guess. We've been stripped naked." Ben finished.

"How could you tell?"

Peter began to struggle again, only for it to have no effect.

"I wouldn't try that." a familiar voice quipped.

And with that, Black Cat came back.

"What's going on around here?"

"Not much, unless you count Peter, your other hunky friend, and I having a pretty good session in a few minutes. Completely consensual, though. Well, it will be once the pheromones get flowing through the air conditioning."

"And what's with the bonds?"

Black Cat grinned.

"Just something to keep you from breaking loose, Scarlett O'Spider."

"You little-"

"Cut the boys loose, Shocker."

Shocker approached the captives and used his gauntlets to cut down Peter and Ben.

"Her too."

"But boss, I didn't think ya swung that way-"

"I typically don't. However, I just feel like rubbing it in this little punk's face this time."

Down went Mary Jane.

_Now, Tiger?_

_Now._

Mary Jane leapt to her feet and slugged Shocker, sending him flying into Black Cat.

"I'll get you for th-"

Peter began running as Sandwoman charged in, using his momentum to send her into Electro.

"Success!"

Ben jumped into the air and sent Vulture crashing into Mysterio.

"YEEHAH!"

Once the fight was over, the trio surveyed the remains of the melee.

"Ben, please step outside."

Ben sighed as he did so. Once he was clear, Peter and Mary Jane locked themselves in an embrace and began.

SOME TIME LATER:

"You were supposed to capture Spider-Man, not try and copulate with him!"

"Mister Osborne, what I do with my boy toys is my own business."

Norman Osborne raised an eyebrow.

"You're hiding something from me, aren't you, Felicia?"

"Like what?"

"Spider-Man's secret identity. Who is he really?"

"Not telling."

"Tell me now."

Black Cat turned around and stared daggers at her boss.

"Osborne, you can go to Hell! That secret's mine, and no amount of cash, flattery, or whatever else you can pony up is going to get me to tell you!"

That did it.

"Get the hell out of my office, you insolent trollop! You're fired!"

"Fine by me."

And with that, Black Cat's service for OsCorp ended. Once she was gone, Osborne opened something else up.

"Perhaps I've been keeping things too in-house around here. I need a bounty hunter. And I know just who to hire. His name is Sergei Kravinoff."


	39. The Hunter- Part 1

Chapter 39: The Hunter, Part 1

Norman Osborne adjusted his sunglasses as his car approached the terminal at La Guardia airport. Two weeks had passed since Felicia Hardy defied him and left the Sinister Six, and he was even more determined to capture Spider-Man, his cohorts, and the treacherous Black Cat.

"We're here, Mister Osborne." the chauffeur announced.

"Thank you."

Osborne exited the car and approached the waiting private jet. As its main door opened, a large man dressed in combat fatigues emerged.

"Sergei Kravinoff, I presume?"

"Da."

The two shook hands.

"Come into the car." Osborne invited.

Once the vehicle was moving again, Osborne cleared his throat.

"I've done my homework about you, Mister Kravinoff."

"Please, call me Sergei."

"Okay, Sergei. As I was saying, I've done my homework about you. From what I hear, you're one of the best big game hunters out there. Then again, I also hear that you managed to take down a Russian brown bear with your bare hands."

Kravinoff laughed heartily.

"Oh, you Yankees are so gullible! To take down a brown bear with one's bare hands is the ultimate in stupid bravado!"

"Anyways, I see you've abandoned big game for bounties."

"Big game hunting gets too boring after a while, da? But bounty hunting…that never gets old. People can think strategically, outwit me, da?"

"That is why I called you here."

"Bounty hunting?"

"I have a thorn in my side, as it were. One that wears blue and red spandex, scales walls, and shoots webs out of his wrist."

Kravinoff looked confused.

"This fellow here is the thorn." Osborne explained, pointing to a picture of Spider-Man in the latest issue of the _Daily Bugle_.

Kravinoff studied the picture.

"This 'Spider-Man' is not worthy of my time, Mister Osborne."

"Oh really? What if I told you he could lift eighteen tons like it was nothing? Or dodge bullets from an automatic rifle? Or swing around on webs?"

Kravinoff perked up.

"And what if I told you there was another one, a female?"

"Deal."

"Thank you, Mister Kravinoff. Your gear will be waiting at the OsCorp tower's helipad."

"I need no gadgets."

"Very well. Let's discuss payment now."

"I need no money from you. The thrill of the hunt is payment enough."

"In that case, I have one more target for you."

He gestured toward an image on a nearby tablet.

"Who is this?"

"My former lieutenant, Felicia Hardy, aka the Black Cat. Bring me her body."

"Anything else I should know about this one?"

"Yes, several things. Thanks to my shortsightedness, she now possesses superhuman strength and agility in addition to probability manipulation."

"I do not completely understand the last one."

Osborne sighed.

"It's like switching out the universe's dice for a set of loaded ones when the universe isn't looking."

"Now I understand."

"Excellent, Sergei. As of this moment, you are on OsCorp's payroll. Happy hunting."


	40. The Hunter- Part 2

Chapter 40: The Hunter, Part 2

"So, why'd Gwen tell us to meet her here?" Peter asked as he glanced around the building's front entrance.

"And why the formal dress?" Mary Jane added.

Peter's earpiece went off.

"Gwen, we're right outside the convention center like you asked."

"_Good. Ben and I have your passes_."

"So why are we attending the Stark Tech Expo again?"

"_Because Tony Stark's at this one_." came the reply.

"So where are you guys?"

Just then, a car pulled up. Gwen and Ben soon exited the vehicle. Peter's eyes dilated when he saw Gwen's outfit for the evening. It was a scarlet cocktail dress, tight in all the right places. The tortoiseshell glasses also helped.

_Stop that. Now._

"So…passes?"

Ben produced them from his coat pocket, and the quartet entered the building.

_Why do I have a hunch that something's going to happen_? Gwen thought.

Meanwhile, on the building's roof, Black Cat finished prying the cover off a particularly large air duct. Once it was removed, she contorted herself into the duct and began crawling through it.

_Time for the ultimate caper. The big one. One last job. The big score. The heist to end all heists: Tony Stark's armor. Maybe score some jewelry off the attendees._

Meanwhile, the Spider-Team was touring the convention.

"Do you think we can, you know, see something besides the Iron Man suits?" Peter asked Gwen.

She turned around from the mock-ups of the older Stark suits.

"Like what?"

Peter pointed across to a Stark suit the size of a silverback gorilla on anabolic steroids.

"Oh. My. God." was Gwen's reply.

"What's so interesting?" Mary Jane asked as she approached.

"It's a damn Hulkbuster." Ben answered.

"A what?" Mary Jane and Peter asked.

"Hulkbuster. It's one of SHIELD's creations. As the name implies, it can take down the Incredible Hulk if he were to go on a rampage in a heavy populated area or a SHIELD facility. Interestingly, the government of Genosha was seen using some to quell the anti-mutant riots last year."

"How'd they get there?" Ben asked.

Gwen looked at her compatriot as if she were talking to a small child.

"It's _Genosha_. As long as you've got the paperwork, nearly everything's legal there."

Peter cleared his throat.

"If you've got something to say, spill the beans." Gwen muttered.

"Tony Stark's going to be on stage in about half an hour."

Gwen's eyes went wide as saucers.

"Let's get going then!"

Meanwhile, in one of the women's restrooms, an air duct cover fell to the floor, soon followed by Black Cat.

_I'm in._

She looked down and noticed a duffel bag near one of the sinks.

"Just where I left you."

She opened the bag and produced an evening gown.

_Good thing this was a job for Felicia Hardy_.

Elsewhere, Sergei Kravinoff lurked in the convention hall.

_Thank you, Weasel, for tipping me off about Miss Hardy's plans_. he thought.


	41. The Hunter- Part 3

Chapter 41: The Hunter, Part 3

Meanwhile, Felicia Hardy was lurking around behind the convention center's main hall, where Tony Stark was preparing for his speech. She knew where he was and where the suit was.

_This'll be a cakewalk_. she thought.

She approached the door to Tony Stark's dressing room and pulled on it. Locked. She grinned as she produced a lockpick from her cleavage and used it to her advantage. The door creaked open, and she was greeted by an empty room.

_Lucky me._

She scanned the room and noticed a briefcase labeled "TRY AND TAKE THIS, SUCKERS!- TONY STARK AKA IRON MAN"_._

_Well, isn't someone cocky_?

She reached for the briefcase, picked it up, and left the dressing room. She ducked into a broom closet and removed her evening gown, revealing her Black Cat outfit.

_Score!_

Just then, heavy footsteps echoed down the hallway.

"Who's there?"

The footsteps continued.

"Show yourself!"

Just then, a large man entered Black Cat's line of sight. In lightning speed, he pinned her to a wall.

"Well, well, well. Felicia Hardy, I presume?"

"Who are you and how'd you know my name?"

"It is my business to know. I am properly known as Sergei Kravinoff, but you can refer to me as Kraven the Hunter."

"What's your beef with me?"

"It's nothing personal. My employer said you would make for an excellent quarry-"

Black Cat's foot hit Kraven's groin. As he winced in pain, she made a run for it, stolen briefcase under her arm. As she bolted from the scene, Kraven managed to recover and followed her into the hall.


	42. The Hunter- Part 4

Chapter 42: The Hunter, Part 4

"Guys?"

"What is it, Peter?" Gwen asked.

"My spider-sense is tingling…"

Just then, Black Cat burst into the convention hall with Kraven hot on her heels.

"Oh hallelujah! It's her again!" Mary Jane grumbled.

"Good. I've been waiting for a rematch." Peter replied.

"Ditto." added Ben.

In the midst of the bustling crowd, Peter and Mary Jane discarded their formal wear, revealing their costumes beneath. Their masks and gloves soon followed.

"Spider-team- attack!"

Ben looked at Peter incredulously.

"What do you expect me to do? Get beat up by a third-rate Catwoman knockoff and some big guy with a handlebar mustache? You seem to be forgetting that I need my armor to keep with you two-"

"Ben, calm the hell down!" came Gwen's response.

"What?"

"You do have your web shooters, right?"

"Yeah. I've got a set outside of the armor."

"Are you wearing them right now?"

"Yes."

"In that case, let Pe- I mean Spider-Man and Scarlet Spider- do their schtick."

"So what's the plan?"

"Be like the gadfly. Keep the two bad guys distracted long enough for the webheads to get the jump on them."

Ben grinned at Gwen's suggestion.

"Got it."

"In that case- Spider-team, transform and roll out!" Peter yelled.

Gwen looked at him with her eyebrows raised.

"Couldn't resist." was Peter's reply.


	43. The Hunter- Part 5

Chapter 43: The Hunter, Part 5

"Now this is too easy!" Kraven muttered upon noticing Spider-Man and Scarlet Spider.

Before he could get another word out, Scarlet Spider's fist landed on his face, sending him falling backwards.

"Poor guy. Never stood a chance." Peter deadpanned.

Just then, Kraven managed to right himself and charged right at Spider-Man.

"I could use some help here!" Peter cried out as Kraven grabbed him with his bare hands.

Suddenly, Kraven tripped on something and dropped Spider-Man to the floor.

"Thank-"

He looked up and saw Black Cat standing nearby.

"-you?"

"Didn't expect to see you here, Pe-"

"Call me Spider-Man. And what are you doing here anyways?"

"Long story."

"And what's with the big guy?"

"His name's Kraven the Hunter, and he's after me, you, and your girlfriend."

"Cut to the chase, Cat."

"Simple. I don't like him and you and your friend won't like him. I say we team up. Enemy of my enemy and all. Deal?"

Peter clenched his teeth as he shook Black Cat's hand and used the link to get Mary Jane up to speed on it.

_Tiger, there's no way on earth I'm working with _her_._

_MJ, we don't have too much of a choice._

_Fine. Just don't expect me to be happy about it_.

Peter then put a finger to his ear.

"Ben, looks like we're working with Black Cat on this one."

Silence.

"Ben?"

Meanwhile, Ben and Kraven were getting into their own dustup.

"Who are you?" the latter asked, his Russian accent pervading every word.

"Nobody of interest to you, comrade."

"Do you dare mock my homeland?"

Ben grinned as he delivered a solid kick that landed on his foe's stomach. Before Kraven could do anything about it, Ben followed that attack up with a punch in the cheek and some webbing over the eyes.

"You little-"

Before he could finish, Kraven was cut off by a venom blast from Mary Jane. He staggered around for a bit before regaining his composure. But before he could do anything, Peter leapt down from the ceiling and webbed him up.

"Thank you…suckers!"

Black Cat turned around and slugged Ben Reilly, knocking him down.

"Now that Kraven's out of the way, I'll just be resuming my last job."

And with that, she began to walk towards the briefcase. Just as she approached it, it opened up and the armor's individual pieces flew out.

"What the-"

Out of the corner of her eye, she noticed Tony Stark standing near the entrance to the corridor she had left.

"How'd you-"

"Homing device on the suit serves as an anti-theft measure." Stark deadpanned as the armor attached to him.

Before Black Cat could get another word out, a blast from the suit knocked her across the room.

"Maybe you should-"

Before Iron Man could finish, Black Cat rose from her impact site.

"Now you know what happens when a black cat crosses your path."

Suddenly, Peter and Mary Jane ganged up on Black Cat. Punches, kicks, and webbing went flying before Peter shot out his stingers and jammed them into Black Cat's upper back, causing her to go limp.

"Tiger, did you just-"

"No. It wasn't fatal. Just enough to knock her out for a while."

Gwen emerged from behind a potted plant, a grin plastered across her face.

"That was awesome!" she squealed.

Meanwhile, at OsCorp, Norman Osborne was watching the UAV footage of Kraven's fight at the Stark Expo Center, his blood pressuring rising with every second.

"That's it! I'm done with mutants, bounty hunters, robots, bigger robots, and my own team of supervillains! If you want to do something right around here, you've got to do it yourself!"

And with that, he pressed a button and a small cylindrical pod emerged from behind a wall panel.

"Spider-Man, prepare to face your doom!"

Osborne entered the pod and closed the panel. Within the pod, bits and pieces of some kind of powered armor were fitted onto him.

"Prepare to die at the hand of the Green Goblin!"


	44. Birth of the Goblin- Part 1

Chapter 44: Birth of the Goblin, Part 1

At the _Daily Bugle_'s offices, Peter was examining the recent photographs he had taken of the Stark Tech Expo when the phone on his desk rang.

"_Daily Bugle_, Peter Parker speaking-"

"_Parker, I need you in my office right now!_"

Peter sighed as he walked to his boss's office.

_Looks like the old Parker luck's taking effect_.

Shortly thereafter, Peter entered his boss's office and took a seat.

"Mister Jameson-"

J. Jonah Jameson turned his chair around to address Peter.

"Good thing you're on time. I've got a big assignment for you."

"What sort of assignment?"

Jameson cleared his throat.

"There's suspicious things going on at OsCorp, that's what. People claim they've seen supervillains near the tower, and there's been rumors that some employees have gone missing."

"So, where do I come in, Mister Jameson?"

Jameson chomped down on his cigar.

"I'd like to introduce you to your partner for this assignment."

And with that, a red-headed man in a waistcoat and long khakis entered the office.

"So you're the guy who's been snapping pics of the webhead."

"Yes, mister-"

"Brock. Eddie Brock."

"Peter Parker."

The two shook hands.

"Nice to know I'm working with a good shutterbug on this story."

"So, mister Brock-"

"Mister Brock's my father. Call me Eddie."

"Okay, Eddie. So, what's your interest in this story?"

Eddie paused for thought.

"What was Ida Tarbell's interest in Standard Oil?"

Peter grinned upon hearing Brock's response.

"What's the battle plan?"

"You provide the pictures, and I'll provide the story."

"Got it."

And with that, the two left Jameson's office.


	45. Birth of the Goblin- Part 2

Chapter 45: Birth of the Goblin, Part 2

Black Cat awakened in a hospital bed.

"Ooh…"

"Well, you're not dead."

Black Cat looked up and saw a man with four mechanical arms attached to his back.

"Do I know you?"

"No."

"Good. I like introductions. I'm Felicia Hardy, but you can call me the Black Cat."

The man cleared his throat.

"You may call me Doctor Octopus."

Black Cat arched an eyebrow.

"Real name?"

"Otto Octavius."

Black Cat turned to Doctor Octopus again.

"What's going on?"

"We are…kindred spirits. We have both encountered Spider-Man, and we have both lost. That is why I brought you here to my base of operations after your little dustup at the Stark Tech Expo."

"Wait a second. How'd you get out of the slammer after your job at Kirby Savings and Loans?"

"Good behavior." Doc Ock snarked.

"So what do you want with me?"

"Revenge against Spider-Man, or more accurately, his girlfriend."

Black Cat grinned.

"Sign me up, Doc."

"Good. Now, all we need is a team…"

Meanwhile, at OsCorp, Norman Osborne was fuming. A week had passed, and no opportunity to engage Spider-Man in combat had risen.

"Perhaps I can lure him out…"


	46. Birth of the Goblin- Part 3

Chapter 46: Birth of the Goblin, Part 3

"_Brock, Parker- the OsCorp story's on the back burner._" Jameson announced over Eddie Brock's cell phone.

"But Mister Jameson, it'd have sold papers like hotcakes!"

"_I got something better. Get to Kirby Savings and Loans pronto, and you'll have your story_."

"Fine, boss."

And with that, Eddie Brock hung up and gestured towards Peter.

"Pete, we got a new story."

Some time later, the two reporters were at Kirby Savings and Loans and examining the carnage. Bits of broken glass indicated where the windows had been, parts of the floor were charred, and the vault door was ripped off its hinges.

"What the hell happened here? A tornado?" Peter asked as Eddie flashed his press pass to Captain DeWolff.

Just then, he noticed something written on the ceiling in bright red paint:

_COME AND GET ME, SPIDER-MAN!- GREEN GOBLIN_

Peter snapped a picture of the message.

_Who is this guy_?

Later, at the warehouse, the assembled team examined Peter's photos.

"So, any hints as to who this Green Goblin is?" Mary Jane asked.

"I've got nothing. It's like he just popped up out of nowhere." came Gwen's response.

"Guys like this don't just pop up out of nowhere."

Just then, a scowling and green-masked face appeared on the television.

"_We interrupt your regularly scheduled broadcast to bring you the following message. Spider-Man, Spider-Man, does whatever a spider can. Can he find me, the Green Goblin? We will see soon, New York. We will see…_"

Gwen turned off the set.

"Well, I guess we've got something now." Ben Reilly piped up.


	47. Birth of the Goblin- Part 4

Chapter 47: Birth of the Goblin, Part 4

"So, this is your team?"

Black Cat rolled her eyes at Doctor Octopus's remark.

"Yes. They are. I ran them back when I was with OsCorp."

Morbius coughed.

"Well, he's with Electro, so it's a degree of separation."

Suddenly, the roar of a miniature jet turbine echoed through the abandoned apartment building that the Six was now using as their lair.

"Dat can't be a good thing." Shocker piped up.

"And it isn't!" a high-pitched voice replied.

The Sinister Six looked up and saw a man in some kind of green power armor and a scowling mask of the same color standing on the skylight.

"Who the hell are you?" Black Cat asked.

The man crashed through the skylight.

"They call me the Green Goblin, punks!"

"I am a semi-respected scientist!" Doctor Octopus objected.

"You're a punk by association!" Green Goblin countered.

Electro stepped up.

"Hey, green guy! We're not punks!"

"Then what are you?"

"We're freaks, you bastard! Ya hear that? Freaks!"

"But I'm not a freak…" Shocker moaned.

"You're an honorary one!" Black Cat replied.

And with that, the Six and Doctor Octopus entered combat.

"Let's get this over with!" Vulture cried out.

Green Goblin produced several small bombs from his suit's utility belt and lobbed them into the air.

"I got 'em!"

With that, Shocker sent off high-frequency vibrations from his gauntlets, thus prematurely triggering the bombs' detonators. Unfortunately, the ensuing shockwave tossed a mid-leap Black Cat to the floor.

"That's right! Kneel before me!"

"Not happening, bud!"

Sandwoman reformed her left arm into a hammer and charged at the Green Goblin with Electro right beside her.

"Bite me!" was Green Goblin's response.

Before the two could take down their foe, Black Cat sprung up and threw him out the window.

"Done."

Meanwhile, the Green Goblin was clinging to the building's wall.

"Yep, that's how I'll do it…"


	48. Birth of the Goblin- Part 5

Chapter 48: Birth of the Goblin, Part 5

"_New York Police Department. This is Rosemary-_"

"Oh goody! Thank God almighty that you're there! I found eight supervillains in an apartment complex in the Bronx. I'm currently out on the building hoping they won't see me. The address is 286 Hickney Avenue, and don't bother with the cops! I need Spider-Man!"

"_Will do_."

And with that, the police operator hung up. From inside his Green Goblin helmet, Norman Osborne giggled like a schoolgirl.

"Suckers! You've helped me with my plan!"

At the warehouse, Gwen was working on a sudoku puzzle when her cell phone rang.

"Dad? What's going on?"

"_Gwen, you work with Spider-Man, right?_"

"Yes."

"_There's a guy who found supervillains at 286 Hickney, and he asked for Spider-Man._"

"I'll be right on it, Dad. Bye."

Gwen turned to Peter.

"Peter, gear up. We've got the Six and two others at 286 Hickney!"

Some time later, Peter and Mary Jane arrived at the apartment complex.

"We've been had!" Peter mumbled upon close examination.

Just then, Mary Jane felt a buzzing sensation in the back of her head.

"Uh, Tiger?"

"What?"

"I don't think we're as alone as you think-"

And with that, the Green Goblin ambled up to the roof.

"Who-"

"Two bird-eating spiders with one stone! It's like April Fool's Day, except it's not April and you're the fools!"

"Sir, are you currently on any medication? Because if you are, I think you need several doses." Mary Jane replied.

"Are you seeing ocelots and are they commanding you to do this?"

"No, and you've fallen gloriously into my little trap!"

Peter turned to Mary Jane.

"Give him a light blast."

Just then, Green Goblin pressed a button on his right gauntlet and an unusual aircraft flew up.

"Let's play a game, Spider-Man. I call it Bullets KerPlunk!"

As if on cue, the aircraft's machine guns started firing at Peter and Mary Jane, who promptly began dodging the flying projectiles.

"Oh, what fun this is!"

Mary Jane then webbed up to the aircraft as it made its departure from the rooftop.

"Spider-Man is dead! Spider-Man is dead!" Green Goblin singsonged as he flew away.

"Not so fast."

The Goblin turned around and saw Scarlet Spider standing right behind him.

"You!"

"That's right, ugly, and I'm taking you in!"

"Ugly? Is that the best you can think of? I am your arch nemesis, the _magnum opus_ of your rogues' gallery- the Green Goblin!"

Suddenly, the aircraft did a loop-de-loop.

"And now, I shall express my feelings in song!"

It flew past the rooftop where the three had met.

"The itsy bitsy spider crawled up the water spout. Down came the rain to break the spider's neck!"

Mary Jane felt the Goblin's hand wrap around her throat.

"Bye bye, miss American Pie! Drove my Chevy to the levee but the levee was dry! This'll be the day that you'll die!"

Just then, Peter webbed up to the aircraft.

"Nobody's dying today!"

"Well, I'm not dying! You and your girlfriend are, though!"

Peter watched as the Goblin flew over the Hudson.

"Now who are you really?" Peter asked,

The Goblin paused.

"Who are you?"

"If it weren't for me, you wouldn't be slinging webs!"

"Wait, what-"

"If not for me, you would have never encountered that spider. If not for me, you would never have fought your rogues. You owe everything to me, Spider-Man!"

Peter thought about it for a minute.

"If that's the case, then you're-"

"Yes, Spider-Man! I have used intermediaries for far too long. Now, you shall see the face of your arch nemesis-"

Green Goblin removed his helmet.

"-Norman Osborne!"

Mary Jane's jaw dropped.

"So-"

"Yes! It was I who had Morbius, Scorpion, and Electro created! It was I who created the Sinister Six! It was I who gave Black Cat her powers! It was I who unleashed that Sentinel and the Spider-Slayers upon you! And it was I who recruited Sergei Kravinoff to my cause!"

Peter gulped.

"So, do you have any quips to say before I kill you?"

"Yeah, one."

"Hurry it up!"

"All things considered, you're not a very lucky rogue."

"Is that the best you can do?"

"No, but if you'd look behind you-"

Norman Osborne turned his head and noticed a brown-haired woman in a yellow and green jumpsuit flying towards him.

"What the devil?"

Mary Jane grinned as Rogue approached them.

"I'm not letting some mutant with bad hair ruin my fun!"

The aircraft lurched as Osborne dove towards the Hudson.

"Are you crazy?" Peter asked.

"Tiger, he's gone on several long rants, threatened to kill us, and repurposed song lyrics so that they're menacing. If those aren't big red flags for 'Hello, I am a lunatic', then we're on Bizarro World. In which case, me Grimlock leader."

Peter glared at Mary Jane.

"Hey, it was my turn to make the _Transformers_ reference!"

"No, it was mine!"

"No, mine!"

"Mine!"

"Mine!"

"WILL YOU TWO SHUT UP WHILE I TRY AND KILL YOU?!"

"Nah." the two replied in unison as Rogue dove toward them.

Osborne grabbed a pistol and aimed it at Rogue.

"Eat hot lead, mutie!"

Before he could fire, Rogue swooped down and grabbed Peter and Mary Jane under her arms.

"Come to mama!" she exclaimed as she airlifted them.

"Get back here!" Osborne demanded.

Just then, the aircraft plunged into the Hudson, taking Norman Osborne with it.

"Well, at least it was all his fault." Mary Jane muttered.


	49. Venom- Part 1

Chapter 49: Venom, Part 1

"And without further adieu, Doctor Reed Richards!"

Peter clapped as the eminent physicist stepped out onto the stage, accompanied by his wife and assistants. In the back rows, Gwen was thumbing through her email as Richards went on at length about his theories of inter-universal transport.

"But tonight, it shall be theory no longer!"

As if on cue, the hulking behemoth known as Ben Grimes pulled a tarpaulin off a large metal box about the size of a small aircraft.

"What's it do?" an audience member asked.

"By opening up a rift in interuniversal-" Richards began.

"Short story is that it opens up four holes: one here, two in another universe, and another one here. You shove what ya want through the first one here, it goes into the other universe, back out again, and then pops up where ya want it." Ben Grimes explained.

"Bull." was Gwen's response from the back.

Richards pressed a few buttons on the control panel, and the device rushed to life and opened a portal.

_I've seen enough bad sci-fi movies to know where this is going_. Gwen thought as the portal widened.

As if on cue, a large rock fell out of the portal, which then promptly flickered and closed.

"Sue…"

"I know, Reed. You didn't account for the dark matter resistance in breaching the Perez-Wolfman Barrier-"

The audience began to leave. Once the exhibit hall was deserted, the rock began to crack open. Out of one of the fissures emerged a black liquid.

_Finally, we are freed from our prison!_

The liquid began to move away from the rock and out of the hall, homing in on a potential host.


	50. Venom- Part 2

Chapter 50: Venom, Part 2

Mary Jane grunted as she lifted a large shipping container over her head.

"28 tons? Seriously?" Peter asked upon seeing Gwen's computer model.

"Getting jealous, are we?"

"Not that…I mean-"

"Pete, methinks I sense the green-eyed monster in you." Ben snarked.

Peter gave Ben a dirty look before walking out of the warehouse

"So, what's his problem?" Ben asked.

"Performance issues." Gwen replied.

"Uh, he doesn't have _that_ kind of performance issues." Mary Jane piped up.

Gwen stared daggers at Mary Jane.

"Why'd she luck out on the strength deal?" Peter mumbled as he wandered through a back alley.

As he wandered, he tripped and fell into a puddle of black liquid.

"Old Parker luck again…" he muttered as he hoisted himself back up and began walking home.

_Yes. We have found our host. He will do perfectly, yes…_

Later that night, Peter tossed and turned in his sleep.

"No…get away from me…"

Suddenly, Mary Jane bolted awake, no longer sensing Peter's connection to her.

"This can't be good…"

Just then, Peter shot out of bed, opened the window, and flew out as Mary Jane opened the door. In the split-second before he vanished, Mary Jane could swear that Peter's suit was now jet black…

"NYPD! Put your hands where we can see them!"

Black Cat swore from behind an air conditioning unit on the roof of Stark Tower as police sirens filled the air.

"Why does it always have to be me who bungles the job?"

Just then, she heard a familiar sound landing on the roof.

"Oh great, it's you again." Black Cat deadpanned, taking care to notice Spider-Man's new suit.

"Guess you can't break an old cat's habits, right?"

"So, what brings you here?"

"Cat, shut up and kiss me already."

Black Cat tilted her head in confusion.

"What? You've tried before, so why not finish the job?"

Black Cat grinned as she fell on top of Peter and undid her outfit.ß


	51. Venom- Part 3

Chapter 51: Venom, Part 3

"He's coming to…"

Peter fluttered his eyelids as he awakened on a cot in the warehouse.

"What…happened…"

"Police chopper found you passed out on the roof of Stark Tower, that's what."

Peter tried to get back up, but fell back.

"So, what's with the new duds, Pete?" Ben asked.

"What?"

"Tiger, I don't remember you having a black suit before."

Peter grabbed ahold of the suit and began pulling at it, hoping to pry it off.

"It's…not…coming…off…"

Gwen snipped a bit off with scissors and put it in a glass jar.

"I'll have Beast look over it this afternoon."

"You're going back to Xavier's?"

"Look, it's the annual X-Men cookout, and I got an invite."

Just then, Peter bolted upright and ran for it.

"Where's he going in such a rush?"

DITKO BANK:

An old man in a black shirt with a skull on it was staring down some would-be bank robbers.

"One false move and I'll blast you!"

Just then, Spider-Man arrived and webbed the robbers up.

"Hey! They were mine!"

"You snooze, you lose, gramps!"

"Do you know who I am?!"

"No, and I don't care."

"I'm the Punisher, you little black-wearing snot!"

"Oh really? I thought you were an escapee from an old folk's home from how you look."

The Punisher grabbed a retractable baton from his utility belt, only to see it ripped from his hands and thrown into a taxi cab. And with that, Spider-Man left as he blew a protracted raspberry at the Punisher.


	52. Venom- Part 4

Chapter 52: Venom, Part 4

"Gwen, good you could join us." Beast announced.

Gwen handed him the sample jar.

"What is this?"

"I think something's up with Peter, and this black stuff's all over his suit. I think there's a connection, and you were the first person I could think of who had the lab facilities to find out what the hell this is."

As if on cue, Spider-Man arrived.

"So, you're trying to ditch poor old me?"

"Peter, ever since you got that black suit, something's been off about you."

"Nothing's wrong with me!"

Gambit walked by.

"Who let the frog out?" Peter yelled.

Gambit grabbed a playing card and threw it in Peter's general direction. The resulting explosion barely fazed him. Just then, Peter noticed Rogue, Kitty Pryde, and Jean Grey standing around.

"Where do I sign up?" he asked.

Kitty Pryde walked up to Peter, who then proceeded to grasp on to her like a leech.

"It's all too beautiful!" he exclaimed.

At that point, Wolverine walked up and tapped Peter on the shoulder.

"So, you bring any bacon, eh?" Peter snarked.

Wolverine paused a for a moment before watching as Peter was hoisted into the air and twirled around like a ragdoll before being thrown into a tree. Gwen turned around and saw Jean Grey smirking.

"So, has this sort of thing ever happened before?" she asked.

"It happened the time when we invited Deadpool…" Cyclops began.

At that moment, an unconscious Peter was being taken inside by Storm and Emma Frost.


	53. Venom- Part 5

Chapter 53: Venom, Part 5

"So, what is that stuff?" Gwen asked.

Beast looked up from the readouts.

"It's alive, for one."

Gwen raised an eyebrow.

"It's some kind of symbiotic organism with intense psionic powers."

"Define 'intense'."

"As in mind control, strongly influencing behavior, and eventual assimilation of the poor guy who gets bonded to it. Also, it seems to increase 'typical male behavior'."

Gwen rolled her eyes. Meanwhile, Peter was awakening.

"Oh, my aching head…"

As he rose from the hospital bed that Beast had placed him in, his hand brushed against someone's chest.

"Gwen? That you?"

"No."

Peter looked up and saw a very angry Jean Grey and Storm staring daggers at him.

"Oh-"

"Let us handle this boorish pervert ourselves!" Storm exclaimed.

As if on cue, Jean hoisted Peter up as he continued to grasp onto the bed before letting go. A look of horror dawned upon him as Storm cleared her throat.

"Power of lightning, smite him!"

Peter went flying through the air and collided with an incoming Jubilee, knocking her flat to the floor.

"What's going on?" she asked.

Just as she was recovering from the impact, she felt Peter grab onto her rear end.

"Let go, you perv!"

A blast of fireworks from Jubilee's fingers dislodged the lecherous Peter, who proceeded to make a run for it.

"The nerve of some people!" Emma Frost commented.

As he ran through the X-Men's base, Peter began to wonder what was going on. He quickly dismissed these thoughts as he bolted into the Danger Room. Unfortunately for him, Cyclops was also there.

"Back for more?" Cyclops snarked.

"OF COURSE!"

Peter proceeded to blow a protracted raspberry at Cyclops, who in turn fired off an optic blast, which Peter dodged. This process continued until most of the Danger Room looked like it had been burnt.

"Thanks for helping me redecorate your Danger Room!" Peter yelled as he left.

Cyclops looked around and saw the damage that had been inflicted.

"I'LL GET YOU FOR THIS, SPIDER-MAN!"


	54. Venom- Part 6

Chapter 54: Venom, Part 6

Back in Beast's lab, Gwen was staring at the suit sample with a burning fury in her eyes. At that moment, she decided to take matters into her own hands and grabbed an ultrasound emitter from a workbench.

"Say your prayers." she muttered as she aimed the emitter at it.

As she pulled the trigger, the sample began to recoil as if in tremendous pain. Beast looked around and saw what was going on.

"Doctor, is it supposed to do that?" Gwen asked.

"Well, it is, so whether it's supposed to or not is irrelevant."

At that moment, an idea crossed Gwen's mind.

"Got any spares of this?"

Beast nodded and directed Gwen to the items in question.

_Here's hoping this works_.

Meanwhile, Peter was running for his life with a very angry Rogue on his heels.

"If it had ever occurred to me that you'd repay my saving you by groping my behind, I'd have let you drown with that Green Goblin!"

"Well, you didn't let me drown!"

Peter dodged an incoming X-23 before running into a familiar face.

"Angelica Jones?"

He looked up and found himself staring at the other familiar redhead in his life, who was now clad in a yellow spandex jumpsuit.

"Hey, Firestar, X-23! If I were you, I'd get out of his way before he feels you up!" Rogue yelled.

The two girls stared at Peter before getting into combat stances.

"See ya!"

And with that, Peter ran right out of the Xavier Mansion.

_Next stop: J. Jonah Jameson himself_.

At the _Daily Bugle_ building, J. Jonah Jameson was kicking back when someone kicked his office door down.

"Doesn't anybody-"

Before the grouchy media mogul could get another word out of his mouth, a black-suited Spider-Man was dangling him above his desk.

"You've badmouthed me enough, Jameson."

"Well, you're not exactly helping your case-"

Spider-Man grabbed a piece of tape from the desk and slapped it over Jameson's mouth.

"That's better."

Jameson found himself unable to do anything as Spider-Man pulled off his trousers and shirt, leaving him in his boxers and a t-shirt.

"Now, stand still-"

Jameson felt something being placed on his head before Spider-Man opened his office window and webbed him to the wall.

"Now, hold this."

A rectangular piece of cardboard was placed in Jameson's hands. Spider-Man grinned at the resulting tableau: J. Jonah Jameson webbed to the wall in his underclothes, wearing a dunce cap, and holding a sign reading "I am an utter idiot with no journalistic integrity whatsoever and I love to bash heroes for no reason". He nearly fell off a nearby roof guffawing.


	55. Venom- Part 7

Chapter 55: Venom, Part 7

The rain drizzled around the three remaining members of the Spider-Team as they approached a church.

"Gwen, you sure this is going to work?"

Gwen turned to Mary Jane.

"No. I'm not sure, but it's our best bet to stop Peter from burning any more bridges."

Ben cleared his throat.

"So, what's the plan?" he asked.

"It's simple. If Peter shows up here (and he will, thanks to that novelty Rogue blow-up doll), Mary Jane is going to confront him with the ultrasound emitter and try and get the symbiote off that way."

"And if that doesn't work?" Mary Jane asked.

"In that case, cover your ears."

"Got it."

"Spider-Team- go!"

A few minutes later, a nearby Peter caught sight of the faux Rogue.

_Well, she couldn't stay mad forever_.

With that, he leapt down to the roof of the church and began fondling the doll.

"Peter, don't move a muscle."

Mary Jane emerged from the shadows, wielding the ultrasound emitter in one hand.

"Hey, what's with the ray gun?"

"Peter, your suit's evil."

"It's just a suit, Red."

"Tiger, it's some kind of alien that's taking over your mind. You've got to fight it."

"How about-"

Peter's voice dropped a few octaves.

"-_NOT?_"

Suddenly, he used his webbing to tear the device out of Mary Jane's hands.

"Plan B! Plan B!" she screamed into her headset as Peter charged at her.

Inside the church, Gwen was finishing hacking into its computer systems when she received Mary Jane's call for help.

"It's now or nothing…" she muttered as she ran the program.

On the roof, Mary Jane and Peter were clutched in combat when the low tone of the church's bells echoed through Mary Jane's ears. Peter tore himself off and clutched his head in pain.

"Gwen, whatever you're doing is doing something. Keep ringing the bells!"

The bells resounded again, causing further discomfort to Peter.

"Again!"

Gwen grinned as she continued to ring the bells.

"The church bell chimed 'till it rang twenty-nine times…"

Back on the roof, Mary Jane and Ben had Peter on the ropes when they noticed the suit was falling away.

"More!"

The bells continued to ring as the neighborhood awakened to see what was going on. Meanwhile, Peter was on his knees, his black suit seemingly flying off in bits and pieces.

"Almost done!"

The bells gave off one last deafening ring as the last bits of the black suit fell away, leaving a very nude Peter Parker sprawled out on the roof.

"We did it!" Mary Jane exclaimed.

Peter blinked a few times.

"Where am I?"

He looked down.

"WHERE ARE MY CLOTHES?!"

Ben pointed down to the puddle of black liquid on the ground. Peter then noticed his red and blue suit floating in it.

"Er-"

"We'll be sure to wash it after we make a stop at Xavier's School for the Gifted." Mary Jane announced.

"Wait, wha-"

Some time later, Peter found himself tied to a column on the entrance of the X-Men's mansion and noticed a long line of ticked-off members of the X-Men.

"Er-"

"Step right up and slap Peter Parker! 5 dollars a slap!" Wolverine shouted.

Gwen Stacy was the first to walk up.

"Ow!"

The next morning, at the church where the team had fought Spider-Man, Eddie Brock was walking home from confession when he stepped in a puddle of black liquid.

"What the-"

The liquid engulfed Brock as it adhered to his skin and burrowed into his mind.

_GET OUT OF MY HEAD, YOU BASTARD!_

He collapsed to the ground as the substance overtook him. When he arose again, something had changed.

"WE ARE VENOM!"


	56. Venom- Part 8

Chapter 56: Venom, Part 8

Some time later, Peter and Mary Jane were once again perched upon a rooftop overlooking the busy streets of New York without fear of retribution.

"It's good to have you back, Tiger."

Just then, Mary Jane's spider-sense went off.

"Uh, Tiger?"

"What is it?"

"I don't think we're alone up here."

"If that's the cause, why isn't my spider-sense-"

A dark and echoey laugh resounded through the duo's ears.

"Okay, now that's just creepy-"

Out of the shadows emerged a much more muscular Eddie Brock.

"Mister Brock, what's going on?"

"We have a quarrel with you, yes." Brock answered, a second voice speaking in concert with his own.

"Who's 'we'?" Peter asked.

Eddie Brock soon became covered with a familiar black liquid, and Spider-Man's logo appeared over his chest. A long tongue and many sharp teeth filled his mouth.

"What?" Mary Jane asked.

"We are Venom, and you are dead."

Venom raised his fist and Mary Jane shoved Peter out of the way.

"Stand still!"

Mary Jane readied her venom blast while Peter dropped his stingers.

"So, you wish to fight us?"

Mary Jane and Peter charged at Venom, only to be stopped mid-assault by web blasts.

"Hey!"

"Now, you die!"

And with that, Venom tossed Peter off the roof, leaving Mary Jane alone with him.

"Oh, you have ticked off the wrong spider!"

Mary Jane fired off her venom blasts like a machine gun. Unfortunately, they seemed to have no effect on Venom.

"Keep it up, weakling, for you do not have unlimited energy!" Venom taunted

She ceased fire to dodge one of Venom's punches before leaping into the air and landing on Venom's back.

"Get off!"

Time seemed to slow down as Mary Jane delivered punch after punch to the back of Venom's neck.

"HELL YEAH! FIST OF THE NORTH STAR, BABY!" she yelled.

Venom reached around his back and yanked Mary Jane off before throwing her into a wall.

"Now, it is over. Yes…" Venom mumbled as his long tongue flailed about, sending saliva everywhere.

Mary Jane rolled out of the way and leapt off the roof.


	57. Venom- Part 9

Chapter 57: Venom, Part 9

Back at the warehouse, Ben Reilly was tinkering with something.

"So, why are you modding your suit again?" Gwen asked.

Ben looked at her as if she had asked an incredibly stupid question.

"You were there, Gwen. That black suit symbiote…thing…whatever you want to call it-"

"I know that. But why the suit? Why not just make guns?"

"Your device was torn straight out of Mary Jane's hands. But by incorporating them into the suit-"

Ben pressed a button on a bracelet he was wearing, causing two ultrasonic emitters to emerge from the suit's forearms.

"-I'm not so easily disarmed."

Gwen's eyes went wide in apprehension.

"That impressed?"

"Ben, get the first aid kit. Peter's pretty dinged up."

As if on cue, Mary Jane opened the warehouse door with Peter's limp form hanging over her shoulder.

"MOVE!" Gwen shouted.

Ben ran for the first-aid kit while Mary Jane put Peter onto a cot.

"What the hell happened?"

"Symbiote's got a new host. Peter's spider-sense didn't pick it up, so he got the jump on us."

Meanwhile, on the cot, Peter began to see the image of a very familiar apartment…

_What? How can I be seeing Black Cat's place?_

At her apartment, Black Cat was waiting for her boss to call when she felt a buzzing in the back of her head.

"Nah." she commented to no one in particular.

Back at the warehouse, the team was watching Peter closely when the doors were pried open.

"We're screwed." Mary Jane whimpered upon seeing Venom's hulking form standing just outside the warehouse.


	58. Venom- Part 10

Chapter 58: Venom, Part 10

"Move it!" Ben shouted as Venom burst into the warehouse.

Gwen ran to a nearby footlocker and opened it, producing a shotgun from within.

"Ben, catch!"

Ben grabbed the shotgun and aimed it squarely at Venom's chest before firing a load of buckshot into the thing. Unfortunately, it had no effect.

"Plan B! Plan B!"

Ben reached for the control bracelets, but was stopped by Venom before he could put them on. Just then, an idea crossed his mind.

"Hey, Gwen! Catch!"

The bracelets went flying before landing on Gwen's wrists. As if on cue, Ben's Iron Spider suit went flying piecemeal onto her body.

"Oh hell yeah." she muttered.

She looked at an icon on the suit's HUD.

"Battle playlist: 'Highway to Hell' by AC/DC, 'Roll Out' by Miracle of Sound, 'Long Tall Sally' by Little Richard-"

She paused.

"Computer, play 'Long Tall Sally'. Give me external speakers."

Meanwhile, Venom approached the newly suited Gwen when the music started.

"_I'm gonna tell Aunt Mary 'bout Uncle John/claims he has the misery but he has a lot of fun-_"

As the sound of Little Richard echoed through the warehouse, Gwen jumped from beam to beam as Venom snarled and shot webs at her.

"Enough!"

"Everyone's a critic…" Gwen muttered.

Just then, Gwen armed the ultrasonic emitters. A look of horror dawned in Venom's eyes as the emitters warmed up. In milliseconds, the vibrations hit Venom like a freight train, disrupting the symbiote's influence on its host.

"No! We cannot stand it!"

Gwen increased power to the emitters. The symbiote began to fall off Eddie Brock and onto the warehouse floor.

"STOP! WE BEG YOU!"

Finally, the symbiote fell off Eddie Brock and formed a puddle on the warehouse floor. Ben moved in with a jar and an emitter and corralled it into containment.

"Got you this time!"

Eddie Brock blinked a few times.

"Is it over?" he asked.

"Is what over?" Mary Jane asked.

"Did you get him off me? Venom?"

Ben pointed to the jar.

"Good. Good. It's over now. No more Venom rooting around in my brain. No more."


	59. The Syndicate and the Cat- Part 1

Chapter 59: The Syndicate and the Cat, Part 1

"S-s-s-so c-c-c-cold…" Gwen muttered, her teeth chattering like a machine gun.

Ben approached her with a thick blanket and draped it over her.

"Thanks." she replied.

The warehouse doors opened, and Peter and Mary Jane entered. Snow clung to their costumes.

"So, how was patrol?"

"Dull. Everybody who's in their right mind isn't out there committing crimes-"

Just then, the police band radio on Gwen's desk went off.

"_All units, we have a 10-20 at Garfield and Webb's Boutique. Suspect is armed and dangerous_."

Ben sighed as he went to suit up.

"Let me spell it out for you one more time, Miss Webb. Mister Fisk was gracious to give you the money for your little business establishment. In return, you give him a 33% cut of your revenue."

Maria Webb looked at her tormentor, a look of terror in her face.

"Good. Empty that cash register."

Just then, Peter and Mary Jane crashed through the boutique's windows.

"Hands where I can see 'em!"

The man raised a submachine gun and fired.

"Red! Get to cover!"

Mary Jane webbed up to the ceiling.

"That's the opposite of cov-"

Suddenly, the gunfire stopped. Peter looked up and saw the gun dangling from a length of web.

"Clever girl."

The man raised his fists, only for Peter to land a punch first. An audible clang was heard as Peter's fist bounced off the man's chest.

"Admantium armor, chump!"

Mary Jane kicked him in the back of the head to no avail.

"Got admantium there too!"

"Who are you?" the two asked.

"They call me Hammerhead!" the man answered.

"I can see why." Peter snarked.

Just then, Ben Reilly showed up.

"Need a hand?"

"YES!"

Ben threw a punch that sent Hammerhead out the remains of the window and into the snowy boulevard.

"Want to rumble, punk?" Hammerhead asked upon regaining his footing.

"What do you think?" Ben retorted.

Hammerhead grabbed a pistol from his belt and opened fire. The bullets impotently bounced off Ben's armor as he walked towards him. A click indicated that he was out of ammo.

"Oh-"

Ben threw a punch that sent Hammerhead sprawling across the ground. Just then, a car pulled up and another fellow exited. Ben took notice of his pale skin.

"Who the hell are you?" he asked.

"They call me Tombstone."

Ben charged at Tombstone…only to be met with an electric shock from the latter's knuckledusters.

"Hammerhead, report."

"The punk you just shocked got a few good punches on me. His friends-"

"What friends?"

"Spider-Man and Scarlet Spider."

Tombstone's eyes went wide as he reached for the car phone.

"_Hello, mister Lincoln._"

"Mister Fisk, we regret to inform you that we could not collect the dues from Webb and Garfield-"

"_Who stopped you? Daredevil? Electra? The Punisher?_"

"The wallcrawlers." Hammerhead answered.


	60. The Syndicate and the Cat- Part 2

Chapter 60: The Syndicate and the Cat, Part 2

RAVENCROFT INSTITUTE FOR THE INSANE:

"Mister Brock, you have a visitor."

Eddie Brock watched as Peter Parker walked up the plexiglass screen that was in front of his cell.

"How's it going, Eddie?"

Brock looked at Peter with a look of horror in his eyes.

"You…brought…him-" Brock whimpered.

"Who?"

"You know who."

Peter thought for a moment.

"You mean-"

"I know who you are. He told me everything when he was rooting around in my brain. I don't want to remember, but he does."

Peter turned to a nearby orderly.

"What's he talking about?" he lied.

"Mister Brock's suffering from PTSD, mister Parker. It may have caused him to dissociate from reality somewhat."

"Jenny, I'm not making this stuff up." Brock announced from his side of the plexiglass, addressing the orderly.

The orderly reached for her cell phone.

"I think mister Brock needs his medication."

And with that, she left, leaving Peter alone with Brock.

"So, how's everything here at Ravenscroft?" Peter asked.

"It's quiet most of the time-"

Just then, a maniacal cackle was heard from a cell directly to the right.

"Shut up, Kasady!" Brock yelled.

"Don't boss me around, little piggy!" came the response.

A long silence ensued.

"So, who was that?" Peter asked.

"Cletus Kasady, the Butcher of the Bronx." came Brock's answer.

Peter gulped and waved good-bye to his old friend.

Meanwhile, back in New York City, Black Cat was taken aback as she saw Peter's visit to Ravencroft play back in her mind.

"What have we here?" she muttered to herself.

Just then, her phone went off.

"Felicia Hardy speaking."

"_Miss Hardy, report to my lab at once._"

"Got it, Doc Ock."


End file.
